As filed with the Securities and Exchange  Commission on September 30, 2005
                                                 Registration No. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        ---------------------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                        ---------------------------------

                          LINEAR TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                    94-2778785
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

                             1630 McCarthy Boulevard
                           Milpitas, California 95035
                    (Address of Principal Executive Offices)

                        2005 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                  Paul Coghlan
                             Chief Financial Officer
                          Linear Technology Corporation
                             1630 McCarthy Boulevard
                           Milpitas, California 95035
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (408) 432-1900

                                   Copies to:

                            Herbert P. Fockler, Esq.
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050

<TABLE>
                                          CALCULATION OF REGISTRATION FEE
<CAPTION>
============================================ ======================== ===================== ==================== ==================
                                                                            Proposed             Proposed
                                                                            Maximum               Maximum
                                                     Amount                 Offering             Aggregate           Amount of
          Title of Securities to                      to be                  Price               Offering          Registration
               be Registered                     Registered (1)          Per Share (2)           Price (2)            Fee (2)
-------------------------------------------- ------------------------ --------------------- -------------------- ------------------
<S>                                             <C>                         <C>               <C>                   <C>
Common Stock, $0.001 par value                  1,000,000 shares            $30.80            $30,800,000.00        $3,626.00
-------------------------------------------- ------------------------ --------------------- -------------------- ------------------
(1)   Pursuant to Rule 416(a) of the  Securities  Act of 1933,  as amended  (the
      "Securities  Act"),  this  Registration  Statement  shall  also  cover any
      additional  shares of the  Registrant's  Common Stock that become issuable
      under the Linear Technology  Corporation 2005 Employee Stock Purchase Plan
      described   herein  by  reason  of  any  stock   dividend,   stock  split,
      recapitalization  or  other  similar  transaction   effected  without  the
      Registrant's  receipt of consideration  that results in an increase in the
      number of the Registrant's outstanding shares of Common Stock.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     required by Section 6(b) of the Securities Act pursuant to Rules 457(c) and
     (h) under the Securities Act, on the basis of 85% of $ 36.23 per share, the
     average  of the high  and low  prices  per  share  of the  Common  Stock as
     reported on the Nasdaq National Market on September 28, 2005.
</TABLE>
<PAGE>


                          LINEAR TECHNOLOGY CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.    PLAN INFORMATION

     The documents  containing the information  specified in this Item 1 will be
sent or given to employees,  officers,  directors or others as specified by Rule
428(b)(1).  In accordance  with the rules and  regulations of the Securities and
Exchange  Commission (the  "Commission")  and the instructions to Form S-8, such
documents  are not  being  filed  with  the  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2.    REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The documents  containing the information  specified in this Item 2 will be
sent or given to employees,  officers,  directors or others as specified by Rule
428(b)(1).  In accordance  with the rules and  regulations of the Commission and
the  instructions  to Form S-8,  such  documents  are not being  filed  with the
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following   documents  and  information   previously  filed  with  the
Commission  by Linear  Technology  Corporation  (the  "Registrant")  are  hereby
incorporated in this Registration Statement by reference:

         o      The  Registrant's  Amendment  No. 1 to the Annual Report on Form
                10-K/A  for the fiscal  year ended July 3, 2005,  filed with the
                Commission  on September 9, 2005,  pursuant to Section  13(a) of
                the  Securities  Exchange Act of 1934, as amended (the "Exchange
                Act");

         o      The Registrant's  Annual Report on Form 10-K for the fiscal year
                ended July 3, 2005,  filed with the  Commission  on September 2,
                2005, pursuant to Section 13(a) of the Exchange Act;

         o      The  Registrant's  Current  Reports  on Form 8-K filed  with the
                Commission on July 27, 2005 and  September 9, 2005,  pursuant to
                Section 13 or 15(d) of the Exchange Act; and

         o      The  description of the  Registrant's  Common Stock contained in
                the  Registrant's  Registration  Statement  on  Form  8-A  filed
                pursuant to Section  12(g) of the Exchange  Act,  including  any
                amendment  or report  filed for the  purpose  of  updating  such
                description.


<PAGE>
     In addition,  all documents  subsequently  filed with the Commission by the
Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
on or after the date of this Registration Statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which  deregisters all securities then remaining  unsold under
this  Registration  Statement (other than Current Reports on Form 8-K containing
Regulation FD Disclosure  furnished under Item 7.01 or Results of Operations and
Financial Condition  disclosure  furnished under Item 2.02 and exhibits relating
to such disclosures, unless otherwise specifically stated in such Current Report
on  Form  8-K),  shall  be  deemed  to be  incorporated  by  reference  in  this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.  Any  statement  contained  herein or 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 other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such earlier statement. Any 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

     Section  145 of  the  General  Corporation  Law of  Delaware  (the  "DGCL")
provides  that a Delaware  corporation  may 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, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of such  corporation) by
reason of the fact that any such person is or was a director,  officer, employee
or  agent  of such  corporation,  or is or was  serving  at the  request  of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership, joint venture, trust or other enterprise. The indemnity may include
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement  actually and reasonably  incurred by such person in connection  with
such action, suit or proceeding, provided that such officer or director acted in
good  faith and in a manner  such  person  reasonably  believed  to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct  was  unlawful.  A  Delaware  corporation  may  indemnify  officers  and
directors  against expenses  (including  attorneys' fees) in connection with the
defense or settlement of any action by or in the right of the corporation  under
the  same  conditions,  except  that no  indemnification  is  permitted  without
judicial  approval  if the  officer or  director is adjudged to be liable to the
corporation.  Where an  officer  or  director  is  successful  on the  merits or
otherwise in the defense of an action referred to above,  the  corporation  must
indemnify him or her against the expenses (including attorneys' fees) which such
officer or director actually and reasonably incurred.

     Section 102 of the DGCL allows a Delaware corporation to eliminate or limit
the  personal  liability  of a  director  to  the  corporation  or to any of its
stockholders  for monetary  damage for a breach of fiduciary duty as a director,
except in the case where the director (i) breaches such person's duty of loyalty
to the corporation or its stockholders, (ii) fails to act in good faith, engages
in  intentional  misconduct or knowingly  violates a law,  (iii)  authorizes the
payment of a dividend or approves a stock purchase or redemption in violation of
Section  174 of the  DGCL or (iv)  obtains  an  improper  personal  benefit.  In
accordance  with  the  DGCL,  Article  IX of  the  Registrant's  Certificate  of
Incorporation  provides that, to the fullest extent  permitted by the DGCL as it
may be amended,  no director shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director.

     As permitted by the DGCL,  the  Registrant's  bylaws  provide  that,  under
certain  circumstances,  directors  and  officers  of the  Registrant  shall  be
indemnified  against expenses including  attorneys' fees,  judgments,  fines and
settlements  actually and reasonably  incurred in connection with any proceeding
by reason of their status as such.


                                       3
<PAGE>
     The Registrant also has  indemnification  agreements with its directors and
executive  officers,  whereby the  Registrant  indemnifies  these persons to the
maximum  extent  authorized  by Section  145 of the DGCL for  certain  events or
occurrences  while the  executive  officer or  director is or was serving at the
Registrant's request in such capacity.  Under these indemnification  agreements,
the  Registrant  also agrees to indemnify its  directors and executive  officers
against expenses  including  attorneys' fees,  judgments,  fines and settlements
actually and reasonably incurred in connection with any proceeding (including an
action by or in the right of the Registrant) by reason of their status as such.

     The  Registrant  maintains  insurance  covering its  directors and officers
against  certain  liabilities  incurred  by them in  their  capacities  as such,
including among other things,  certain  liabilities  under the Securities Act of
1933, as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

   Exhibit No.                  Description
   -----------                  -----------

      4.1          Certificate of Incorporation of Linear Technology Corporation
                   (which is incorporated  herein by reference to Exhibit 3.1 to
                   the  Registrant's  Annual  Report on Form 10-K filed with the
                   Commission on September 21, 2001).

      4.2          Amended  Bylaws of Linear  Technology  Corporation  (which is
                   incorporated  herein by  reference  to  Exhibit  [3.4] to the
                   Registrant's  Current  Report  on Form  8-K  filed  with  the
                   Commission on September 9, 2005).

      5.1          Opinion of counsel as to the  legality  of  securities  being
                   registered.

      23.1         Consent of Independent Registered Public Accounting Firm.

      23.2         Consent of counsel (contained in Exhibit 5.1).

      99.1         Linear  Technology  Corporation  2005 Employee Stock Purchase
                   Plan and form of Enrollment Form.

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;

                        (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   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement;

                        (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 paragraphs (a)(1)(i) and (a)(1)(ii) do 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  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.


                                       4
<PAGE>

                   (2) That, for the purpose of determining  any liability under
the Securities Act of 1933, 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.

                   (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 offering.

      (b) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in 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
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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  Securities
Act of 1933 and will be governed by the final adjudication of such issue.


                                       5
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Milpitas, State of California on September 30, 2005.

                                       LINEAR TECHNOLOGY CORPORATION


                                       By: /s/ Paul Coghlan
                                          --------------------------------------
                                           Paul Coghlan
                                           Vice President of Finance and
                                           Chief Financial Officer


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below hereby constitutes and appoints Lothar Maier and Paul Coghlan, and
each of them, his or her true and lawful agent, proxy and attorney-in-fact, with
full power of substitution and resubstitution,  for him or her and in his or her
name,  place and stead, in any and all capacities,  to (i) act on, sign and file
with the  Securities and Exchange  Commission any and all amendments  (including
post-effective  amendments) to this Registration  Statement on Form S-8 together
with  all  schedules  and  exhibits  thereto,  (ii) act on,  sign and file  such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, and (iii) take any and all actions that may
be necessary or appropriate to be done, as fully for all intents and purposes as
he or  she  might  or  could  do in  person,  hereby  approving,  ratifying  and
confirming  all  that  such  agent,  proxy  and  attorney-in-fact  or any of his
substitutes may lawfully do or cause to be done by virtue thereof.

     In accordance  with the  requirements  of the Securities Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of September 30, 2005:


    Signatures                                      Title
    ----------                                      -----

/s/ Lothar Maier
-----------------------------------        Chief Executive Officer (Principal
Lothar Maier                               Executive Officer) and Director


/s/ Paul Coghlan
-----------------------------------        Vice President of Finance and
Paul Coghlan                               Chief Financial Officer
                                           (Principal Financial Officer)


/s/ Robert H. Swanson, Jr.
-----------------------------------        Executive Chairman of the Board
Robert H. Swanson, Jr.


/s/ David S. Lee
-----------------------------------        Director
David S. Lee


/s/ Leo T. McCarthy
-----------------------------------        Director
Leo T. McCarthy


/s/ Richard M. Moley
-----------------------------------        Director
Richard M. Moley


/s/ Thomas S. Volpe
-----------------------------------        Director
Thomas S. Volpe

<PAGE>

                                  EXHIBIT INDEX


   Exhibit No.                         Description
   -----------                         -----------

      4.1          Certificate of Incorporation of Linear Technology Corporation
                   (which is incorporated  herein by reference to Exhibit 3.1 to
                   the  Registrant's  Annual  Report on Form 10-K filed with the
                   Commission on September 21, 2001).

      4.2          Amended  Bylaws of Linear  Technology  Corporation  (which is
                   incorporated  herein  by  reference  to  Exhibit  3.4  to the
                   Registrant's  Current  Report  on Form  8-K  filed  with  the
                   Commission on September 9, 2005).

      5.1          Opinion of counsel as to the  legality  of  securities  being
                   registered.

      23.1         Consent of Independent Registered Public Accounting Firm.

      23.2         Consent of counsel (contained in Exhibit 5.1).

      99.1         Linear  Technology  Corporation  2005 Employee Stock Purchase
                   Plan.
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As filed with the Securities and Exchange  Commission on September 30, 2005
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        ---------------------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                        ---------------------------------

                          LINEAR TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                    94-2778785
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

                             1630 McCarthy Boulevard
                           Milpitas, California 95035
                    (Address of Principal Executive Offices)

                        2005 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                  Paul Coghlan
                             Chief Financial Officer
                          Linear Technology Corporation
                             1630 McCarthy Boulevard
                           Milpitas, California 95035
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (408) 432-1900

                                   Copies to:

                            Herbert P. Fockler, Esq.
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050

                                          CALCULATION OF REGISTRATION FEE
============================================ ======================== ===================== ==================== ==================
                                                                            Proposed             Proposed
                                                                            Maximum               Maximum
                                                     Amount                 Offering             Aggregate           Amount of
          Title of Securities to                      to be                  Price               Offering          Registration
               be Registered                     Registered (1)          Per Share (2)           Price (2)            Fee (2)
-------------------------------------------- ------------------------ --------------------- -------------------- ------------------
Common Stock, $0.001 par value                  1,000,000 shares            $30.80            $30,800,000.00        $3,626.00
-------------------------------------------- ------------------------ --------------------- -------------------- ------------------
(1)   Pursuant to Rule 416(a) of the  Securities  Act of 1933,  as amended  (the
      "Securities  Act"),  this  Registration  Statement  shall  also  cover any
      additional  shares of the  Registrant's  Common Stock that become issuable
      under the Linear Technology  Corporation 2005 Employee Stock Purchase Plan
      described   herein  by  reason  of  any  stock   dividend,   stock  split,
      recapitalization  or  other  similar  transaction   effected  without  the
      Registrant's  receipt of consideration  that results in an increase in the
      number of the Registrant's outstanding shares of Common Stock.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     required by Section 6(b) of the Securities Act pursuant to Rules 457(c) and
     (h) under the Securities Act, on the basis of 85% of $ 36.23 per share, the
     average  of the high  and low  prices  per  share  of the  Common  Stock as
     reported on the Nasdaq National Market on September 28, 2005.
LINEAR TECHNOLOGY CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.    PLAN INFORMATION

     The documents  containing the information  specified in this Item 1 will be
sent or given to employees,  officers,  directors or others as specified by Rule
428(b)(1).  In accordance  with the rules and  regulations of the Securities and
Exchange  Commission (the  "Commission")  and the instructions to Form S-8, such
documents  are not  being  filed  with  the  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2.    REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The documents  containing the information  specified in this Item 2 will be
sent or given to employees,  officers,  directors or others as specified by Rule
428(b)(1).  In accordance  with the rules and  regulations of the Commission and
the  instructions  to Form S-8,  such  documents  are not being  filed  with the
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following   documents  and  information   previously  filed  with  the
Commission  by Linear  Technology  Corporation  (the  "Registrant")  are  hereby
incorporated in this Registration Statement by reference:

         o      The  Registrant's  Amendment  No. 1 to the Annual Report on Form
                10-K/A  for the fiscal  year ended July 3, 2005,  filed with the
                Commission  on September 9, 2005,  pursuant to Section  13(a) of
                the  Securities  Exchange Act of 1934, as amended (the "Exchange
                Act");

         o      The Registrant's  Annual Report on Form 10-K for the fiscal year
                ended July 3, 2005,  filed with the  Commission  on September 2,
                2005, pursuant to Section 13(a) of the Exchange Act;

         o      The  Registrant's  Current  Reports  on Form 8-K filed  with the
                Commission on July 27, 2005 and  September 9, 2005,  pursuant to
                Section 13 or 15(d) of the Exchange Act; and

         o      The  description of the  Registrant's  Common Stock contained in
                the  Registrant's  Registration  Statement  on  Form  8-A  filed
                pursuant to Section  12(g) of the Exchange  Act,  including  any
                amendment  or report  filed for the  purpose  of  updating  such
                description.
In addition,  all documents  subsequently  filed with the Commission by the
Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
on or after the date of this Registration Statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which  deregisters all securities then remaining  unsold under
this  Registration  Statement (other than Current Reports on Form 8-K containing
Regulation FD Disclosure  furnished under Item 7.01 or Results of Operations and
Financial Condition  disclosure  furnished under Item 2.02 and exhibits relating
to such disclosures, unless otherwise specifically stated in such Current Report
on  Form  8-K),  shall  be  deemed  to be  incorporated  by  reference  in  this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.  Any  statement  contained  herein or 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 other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such earlier statement. Any 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

     Section  145 of  the  General  Corporation  Law of  Delaware  (the  "DGCL")
provides  that a Delaware  corporation  may 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, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of such  corporation) by
reason of the fact that any such person is or was a director,  officer, employee
or  agent  of such  corporation,  or is or was  serving  at the  request  of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership, joint venture, trust or other enterprise. The indemnity may include
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement  actually and reasonably  incurred by such person in connection  with
such action, suit or proceeding, provided that such officer or director acted in
good  faith and in a manner  such  person  reasonably  believed  to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct  was  unlawful.  A  Delaware  corporation  may  indemnify  officers  and
directors  against expenses  (including  attorneys' fees) in connection with the
defense or settlement of any action by or in the right of the corporation  under
the  same  conditions,  except  that no  indemnification  is  permitted  without
judicial  approval  if the  officer or  director is adjudged to be liable to the
corporation.  Where an  officer  or  director  is  successful  on the  merits or
otherwise in the defense of an action referred to above,  the  corporation  must
indemnify him or her against the expenses (including attorneys' fees) which such
officer or director actually and reasonably incurred.

     Section 102 of the DGCL allows a Delaware corporation to eliminate or limit
the  personal  liability  of a  director  to  the  corporation  or to any of its
stockholders  for monetary  damage for a breach of fiduciary duty as a director,
except in the case where the director (i) breaches such person's duty of loyalty
to the corporation or its stockholders, (ii) fails to act in good faith, engages
in  intentional  misconduct or knowingly  violates a law,  (iii)  authorizes the
payment of a dividend or approves a stock purchase or redemption in violation of
Section  174 of the  DGCL or (iv)  obtains  an  improper  personal  benefit.  In
accordance  with  the  DGCL,  Article  IX of  the  Registrant's  Certificate  of
Incorporation  provides that, to the fullest extent  permitted by the DGCL as it
may be amended,  no director shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director.

     As permitted by the DGCL,  the  Registrant's  bylaws  provide  that,  under
certain  circumstances,  directors  and  officers  of the  Registrant  shall  be
indemnified  against expenses including  attorneys' fees,  judgments,  fines and
settlements  actually and reasonably  incurred in connection with any proceeding
by reason of their status as such.

                                       3
The Registrant also has  indemnification  agreements with its directors and
executive  officers,  whereby the  Registrant  indemnifies  these persons to the
maximum  extent  authorized  by Section  145 of the DGCL for  certain  events or
occurrences  while the  executive  officer or  director is or was serving at the
Registrant's request in such capacity.  Under these indemnification  agreements,
the  Registrant  also agrees to indemnify its  directors and executive  officers
against expenses  including  attorneys' fees,  judgments,  fines and settlements
actually and reasonably incurred in connection with any proceeding (including an
action by or in the right of the Registrant) by reason of their status as such.

     The  Registrant  maintains  insurance  covering its  directors and officers
against  certain  liabilities  incurred  by them in  their  capacities  as such,
including among other things,  certain  liabilities  under the Securities Act of
1933, as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

   Exhibit No.                  Description
   -----------                  -----------

      4.1          Certificate of Incorporation of Linear Technology Corporation
                   (which is incorporated  herein by reference to Exhibit 3.1 to
                   the  Registrant's  Annual  Report on Form 10-K filed with the
                   Commission on September 21, 2001).

      4.2          Amended  Bylaws of Linear  Technology  Corporation  (which is
                   incorporated  herein by  reference  to  Exhibit  [3.4] to the
                   Registrant's  Current  Report  on Form  8-K  filed  with  the
                   Commission on September 9, 2005).

      5.1          Opinion of counsel as to the  legality  of  securities  being
                   registered.

      23.1         Consent of Independent Registered Public Accounting Firm.

      23.2         Consent of counsel (contained in Exhibit 5.1).

      99.1         Linear  Technology  Corporation  2005 Employee Stock Purchase
                   Plan and form of Enrollment Form.

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;

                        (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   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement;

                        (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 paragraphs (a)(1)(i) and (a)(1)(ii) do 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  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                                       4
(2) That, for the purpose of determining  any liability under
the Securities Act of 1933, 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.

                   (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 offering.

      (b) The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in 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
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Milpitas, State of California on September 30, 2005.

                                       LINEAR TECHNOLOGY CORPORATION

                                       By: /s/ Paul Coghlan
                                          --------------------------------------
                                           Paul Coghlan
                                           Vice President of Finance and
                                           Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below hereby constitutes and appoints Lothar Maier and Paul Coghlan, and
each of them, his or her true and lawful agent, proxy and attorney-in-fact, with
full power of substitution and resubstitution,  for him or her and in his or her
name,  place and stead, in any and all capacities,  to (i) act on, sign and file
with the  Securities and Exchange  Commission any and all amendments  (including
post-effective  amendments) to this Registration  Statement on Form S-8 together
with  all  schedules  and  exhibits  thereto,  (ii) act on,  sign and file  such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, and (iii) take any and all actions that may
be necessary or appropriate to be done, as fully for all intents and purposes as
he or  she  might  or  could  do in  person,  hereby  approving,  ratifying  and
confirming  all  that  such  agent,  proxy  and  attorney-in-fact  or any of his
substitutes may lawfully do or cause to be done by virtue thereof.

     In accordance  with the  requirements  of the Securities Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of September 30, 2005:

    Signatures                                      Title
    ----------                                      -----

/s/ Lothar Maier
-----------------------------------        Chief Executive Officer (Principal
Lothar Maier                               Executive Officer) and Director

/s/ Paul Coghlan
-----------------------------------        Vice President of Finance and
Paul Coghlan                               Chief Financial Officer
                                           (Principal Financial Officer)

/s/ Robert H. Swanson, Jr.
-----------------------------------        Executive Chairman of the Board
Robert H. Swanson, Jr.

/s/ David S. Lee
-----------------------------------        Director
David S. Lee

/s/ Leo T. McCarthy
-----------------------------------        Director
Leo T. McCarthy

/s/ Richard M. Moley
-----------------------------------        Director
Richard M. Moley

/s/ Thomas S. Volpe
-----------------------------------        Director
Thomas S. Volpe
EXHIBIT INDEX

   Exhibit No.                         Description
   -----------                         -----------

      4.1          Certificate of Incorporation of Linear Technology Corporation
                   (which is incorporated  herein by reference to Exhibit 3.1 to
                   the  Registrant's  Annual  Report on Form 10-K filed with the
                   Commission on September 21, 2001).

      4.2          Amended  Bylaws of Linear  Technology  Corporation  (which is
                   incorporated  herein  by  reference  to  Exhibit  3.4  to the
                   Registrant's  Current  Report  on Form  8-K  filed  with  the
                   Commission on September 9, 2005).

      5.1          Opinion of counsel as to the  legality  of  securities  being
                   registered.

      23.1         Consent of Independent Registered Public Accounting Firm.

      23.2         Consent of counsel (contained in Exhibit 5.1).

      99.1         Linear  Technology  Corporation  2005 Employee Stock Purchase
                   Plan.