As filed with the Securities and Exchange Commission on November 19, 1997
                                                 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)

       CALIFORNIA                                        94-2778785
(State of incorporation)                    (I.R.S. Employer Identification No.)

                               1630 McCarthy Blvd.
                         Milpitas, California 95035-7417
          (Address, including zip code, of principal executive offices)

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

                        1996 INCENTIVE STOCK OPTION PLAN
                  1986 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
                            (Full Title of the Plans)

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

                             Robert H. Swanson, Jr.
                          Linear Technology Corporation
                               1630 McCarthy Blvd.
                         Milpitas, California 95035-7417
                     (Name and address of agent for service)

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

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

                                   Copies to:
                            HERBERT P. FOCKLER, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

--------------------------------------------------------------------------------
<PAGE>


<TABLE>

                                      CALCULATION OF REGISTRATION FEE
<CAPTION>

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

    Title of                Amount               Proposed                   Proposed           Amount of
Securities to               to be           Maximum Offering           Maximum Aggregate     Registration
be Registered             Registered        Price Per Share*             Offering Price*          Fee

---------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>                        <C>                 <C>      
Common Stock,
no par value              4,500,000             $65.29                     $293,783,125        $89,026

<FN>

*        The Proposed Maximum Offering Price Per Share was estimated in part pursuant to Rule 457(h) under
         the Securities Act of 1933, as amended (the "Act"),  and, in part,  pursuant to Rule 457(c) under
         the Act. With respect to (i) 57,500 shares which are subject to  outstanding  options to purchase
         Common Stock under the 1996 Incentive Stock Option Plan (the "Option Plan"), the Proposed Maximum
         Offering  Price Per Share was  estimated  pursuant to Rule 457(h)  under which Rule the per share
         price of options to purchase  stock  under an employee  stock  option  plan may be  estimated  by
         reference to the exercise  price of such  options.  The weighted  average  exercise  price of the
         57,500 shares  subject to  outstanding  options under the Option Plan is $68.00.  With respect to
         3,942,500  shares of Common  Stock  available  for future grant under the Option Plan and 500,000
         shares  available for future grant under the 1986 Employee  Stock  Purchase Plan, as amended (the
         "Purchase Plan"),  the estimated Proposed Maximum Offering Price Per Share was estimated pursuant
         to Rule 457(c) whereby the per share price was determined by reference to the average between the
         high and low price reported in the Nasdaq National Market on November 14, 1997, which average was
         $65.25.  The number  referenced above in the table entitled  "Proposed Maximum Offering Price per
         Share"  represents a weighted  average of the foregoing  estimates  calculated in accordance with
         Rules 457(h) and 457(c).
</FN>
</TABLE>

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended June 30, 1997, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").

         (b) The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter ended  September 28, 1997,  filed pursuant to Section 13 of the Exchange
Act.

         (c) The description of the  Registrant's  Common Stock contained in the
Registrant's   registration  statement  filed  pursuant  to  the  Exchange  Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing such documents.


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  317  of  the  California  Corporations  Code  ("Section  317")
authorizes a corporation to indemnify a person against  expenses and liabilities
arising  from  third  party or  derivative  actions to which the person is or is
threatened  to be made a party by reason of the fact that such  person is or was
an agent of the corporation, so long as such person acted in good faith and in a
manner  the  person  reasonably  believed  to be in  the  best  interest  of the
corporation and, in the case of a criminal  proceeding,  had no reasonable cause
to  believe  the  conduct of the person was  unlawful.  Section  317  requires a
corporation  to  indemnify  an agent who has been  successful  on the  merits in
defense of any third party or derivative


                                      II-1

<PAGE>

action  against  expenses   actually  and  reasonably   incurred  in  connection
therewith.  The  indemnification  authorized  by Section 317 is not exclusive of
additional indemnification rights which an agent may have.

         In accordance with Section 204 of the California Corporations Code, the
Registrant's Articles of Incorporation  eliminate the liability of directors for
monetary  damages to the fullest extent  permissible  under  California law. The
Registrant's   Articles  of  Incorporation  also  authorize  the  Registrant  to
indemnify  the directors and officers to the fullest  extent  permissible  under
California law.

         The Registrant's  Bylaws require the Registrant to indemnify  directors
and officers of the Registrant,  and authorize the Registrant to indemnify other
agents, to the maximum extent permitted under the California  Corporations Code.
Such  provisions  also  apply to former  directors,  officers  and agents of the
Registrant,  and  persons  serving as  directors,  officers or agents of another
entity at the request of the Registrant.

         The Registrant  has entered into  indemnification  agreements  with its
directors  and officers  providing  for  indemnification  of such  directors and
officers to the maximum extent permitted by law, including future changes to the
law permitting  broader  indemnification  than that currently  permitted.  These
agreements also resolve certain procedural and substantive  matters that are not
covered,  or are covered in less detail, in the California  Corporations Code or
the Registrant's Bylaws.

         The  Registrant   currently   maintains  liability  insurance  for  its
directors and officers.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


<TABLE>
Item 8.  Exhibits.
<CAPTION>
                    Exhibit
                    Number
                    -------
<S>                   <C>         <C>                             
                      4.1         1996 Incentive Stock Option Plan
                      4.2         Form of Stock Option Agreement for use with 1996 Incentive 
                                  Stock Option Plan
                      4.3         1986 Employee Stock Purchase Plan, as amended.
                      5.1         Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality of
                                  securities being registered
                     23.1         Consent of Ernst & Young LLP, Independent Auditors
                     23.2         Consent of Counsel (contained in Exhibit 5.1)
                     24.1         Power of Attorney (See signature page)
</TABLE>

                                      II-2

<PAGE>



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 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.

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

                  (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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 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
Securities 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 and will be governed by the final adjudication of such issue.


                                      II-3

<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 November 18, 1997.


                                 LINEAR TECHNOLOGY CORPORATION


                                 By:      /S/ ROBERT H. SWANSON, JR.
                                          --------------------------------------
                                          Robert H. Swanson, Jr.
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Robert H. Swanson,  Jr. and Paul Coghlan,
jointly  and  severally,   his   attorneys-in-fact,   each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
registration  statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorney-in-fact,  or his substitute or substitutes,  may do or cause to be done
by virtue hereof.


                                      II-4

<PAGE>


<TABLE>

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


<CAPTION>
       SIGNATURE                                             TITLE                                         DATE
-----------------------------------             -----------------------------                        -----------------

<S>                                             <C>                                                  <C> 
/S/ ROBERT H. SWANSON, JR.                      President, Chief Executive                           November 18, 1997
-----------------------------------             Officer and Director                                
(Robert H. Swanson, Jr.)                        (Principal Executive Officer)

/S/ PAUL COGHLAN                                Vice President, Finance and                          November 18, 1997
-----------------------------------             Chief Financial Officer
(Paul Coghlan)                                  (Principal Financial and
                                                Accounting Officer)

                                                Director                                             
-----------------------------------
(Thomas S. Volpe)

/S/ DAVID S. LEE                                Director                                             November 18, 1997
-----------------------------------
(David S. Lee)

/S/ LEO T. MCCARTHY                             Director                                             November 18, 1997
-----------------------------------
(Leo T. McCarthy)

/S/ RICHARD M. MOLEY                            Director                                             November 18, 1997
-----------------------------------
(Richard M. Moley)

</TABLE>

                                      II-5

<PAGE>


<TABLE>

                                             LINEAR TECHNOLOGY CORPORATION

                                          REGISTRATION STATEMENT ON FORM S-8

                                                   INDEX TO EXHIBITS

<CAPTION>

  Exhibit
  Number                                        Description
  ------          ---------------------------------------------------------------------------------------
<S>               <C>                             
   4.1            1996 Incentive Stock Option Plan

   4.2            Form of Stock Option Agreement for use with 1996 Incentive Stock Option Plan

   4.3            1986 Employee Stock Purchase Plan, as amended.

   5.1            Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to legality of securities being
                  registered

  23.1            Consent of Ernst & Young LLP, Independent Auditors

  23.2            Consent of Counsel (contained in Exhibit 5.1)

  24.1            Power of Attorney (See signature page).

</TABLE>
                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17446}]
{"company-data": {"conformed-name": "LINEAR TECHNOLOGY CORP /CA/", "cik": "0000791907", "assigned-sic": "3674", "irs-number": "942778785", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40595", "film-number": "97724705"}, "business-address": {"street1": "1630 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4084321900"}, "mail-address": {"street1": "1630 MCCARTHY BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on November 19, 1997
                                                 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)

       CALIFORNIA                                        94-2778785
(State of incorporation)                    (I.R.S. Employer Identification No.)

                               1630 McCarthy Blvd.
                         Milpitas, California 95035-7417
          (Address, including zip code, of principal executive offices)

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

                        1996 INCENTIVE STOCK OPTION PLAN
                  1986 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
                            (Full Title of the Plans)

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

                             Robert H. Swanson, Jr.
                          Linear Technology Corporation
                               1630 McCarthy Blvd.
                         Milpitas, California 95035-7417
                     (Name and address of agent for service)

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

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

                                   Copies to:
                            HERBERT P. FOCKLER, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------

    Title of                Amount               Proposed                   Proposed           Amount of
Securities to               to be           Maximum Offering           Maximum Aggregate     Registration
be Registered             Registered        Price Per Share*             Offering Price*          Fee

---------------------------------------------------------------------------------------------------------
Common Stock,
no par value              4,500,000             $65.29                     $293,783,125        $89,026
*        The Proposed Maximum Offering Price Per Share was estimated in part pursuant to Rule 457(h) under
         the Securities Act of 1933, as amended (the "Act"),  and, in part,  pursuant to Rule 457(c) under
         the Act. With respect to (i) 57,500 shares which are subject to  outstanding  options to purchase
         Common Stock under the 1996 Incentive Stock Option Plan (the "Option Plan"), the Proposed Maximum
         Offering  Price Per Share was  estimated  pursuant to Rule 457(h)  under which Rule the per share
         price of options to purchase  stock  under an employee  stock  option  plan may be  estimated  by
         reference to the exercise  price of such  options.  The weighted  average  exercise  price of the
         57,500 shares  subject to  outstanding  options under the Option Plan is $68.00.  With respect to
         3,942,500  shares of Common  Stock  available  for future grant under the Option Plan and 500,000
         shares  available for future grant under the 1986 Employee  Stock  Purchase Plan, as amended (the
         "Purchase Plan"),  the estimated Proposed Maximum Offering Price Per Share was estimated pursuant
         to Rule 457(c) whereby the per share price was determined by reference to the average between the
         high and low price reported in the Nasdaq National Market on November 14, 1997, which average was
         $65.25.  The number  referenced above in the table entitled  "Proposed Maximum Offering Price per
         Share"  represents a weighted  average of the foregoing  estimates  calculated in accordance with
         Rules 457(h) and 457(c).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended June 30, 1997, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").

         (b) The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter ended  September 28, 1997,  filed pursuant to Section 13 of the Exchange
Act.

         (c) The description of the  Registrant's  Common Stock contained in the
Registrant's   registration  statement  filed  pursuant  to  the  Exchange  Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing such documents.

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  317  of  the  California  Corporations  Code  ("Section  317")
authorizes a corporation to indemnify a person against  expenses and liabilities
arising  from  third  party or  derivative  actions to which the person is or is
threatened  to be made a party by reason of the fact that such  person is or was
an agent of the corporation, so long as such person acted in good faith and in a
manner  the  person  reasonably  believed  to be in  the  best  interest  of the
corporation and, in the case of a criminal  proceeding,  had no reasonable cause
to  believe  the  conduct of the person was  unlawful.  Section  317  requires a
corporation  to  indemnify  an agent who has been  successful  on the  merits in
defense of any third party or derivative

                                      II-1
action  against  expenses   actually  and  reasonably   incurred  in  connection
therewith.  The  indemnification  authorized  by Section 317 is not exclusive of
additional indemnification rights which an agent may have.

         In accordance with Section 204 of the California Corporations Code, the
Registrant's Articles of Incorporation  eliminate the liability of directors for
monetary  damages to the fullest extent  permissible  under  California law. The
Registrant's   Articles  of  Incorporation  also  authorize  the  Registrant  to
indemnify  the directors and officers to the fullest  extent  permissible  under
California law.

         The Registrant's  Bylaws require the Registrant to indemnify  directors
and officers of the Registrant,  and authorize the Registrant to indemnify other
agents, to the maximum extent permitted under the California  Corporations Code.
Such  provisions  also  apply to former  directors,  officers  and agents of the
Registrant,  and  persons  serving as  directors,  officers or agents of another
entity at the request of the Registrant.

         The Registrant  has entered into  indemnification  agreements  with its
directors  and officers  providing  for  indemnification  of such  directors and
officers to the maximum extent permitted by law, including future changes to the
law permitting  broader  indemnification  than that currently  permitted.  These
agreements also resolve certain procedural and substantive  matters that are not
covered,  or are covered in less detail, in the California  Corporations Code or
the Registrant's Bylaws.

         The  Registrant   currently   maintains  liability  insurance  for  its
directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibit
                    Number
                    -------
4.1         1996 Incentive Stock Option Plan
                      4.2         Form of Stock Option Agreement for use with 1996 Incentive 
                                  Stock Option Plan
                      4.3         1986 Employee Stock Purchase Plan, as amended.
                      5.1         Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality of
                                  securities being registered
                     23.1         Consent of Ernst & Young LLP, Independent Auditors
                     23.2         Consent of Counsel (contained in Exhibit 5.1)
                     24.1         Power of Attorney (See signature page)
II-2
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 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.

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

                  (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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 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
Securities 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 and will be governed by the final adjudication of such issue.

                                      II-3
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 November 18, 1997.

                                 LINEAR TECHNOLOGY CORPORATION

                                 By:      /S/ ROBERT H. SWANSON, JR.
                                          --------------------------------------
                                          Robert H. Swanson, Jr.
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Robert H. Swanson,  Jr. and Paul Coghlan,
jointly  and  severally,   his   attorneys-in-fact,   each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
registration  statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorney-in-fact,  or his substitute or substitutes,  may do or cause to be done
by virtue hereof.

                                      II-4
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                             TITLE                                         DATE
-----------------------------------             -----------------------------                        -----------------
/S/ ROBERT H. SWANSON, JR.                      President, Chief Executive                           November 18, 1997
-----------------------------------             Officer and Director                                
(Robert H. Swanson, Jr.)                        (Principal Executive Officer)

/S/ PAUL COGHLAN                                Vice President, Finance and                          November 18, 1997
-----------------------------------             Chief Financial Officer
(Paul Coghlan)                                  (Principal Financial and
                                                Accounting Officer)

                                                Director                                             
-----------------------------------
(Thomas S. Volpe)

/S/ DAVID S. LEE                                Director                                             November 18, 1997
-----------------------------------
(David S. Lee)

/S/ LEO T. MCCARTHY                             Director                                             November 18, 1997
-----------------------------------
(Leo T. McCarthy)

/S/ RICHARD M. MOLEY                            Director                                             November 18, 1997
-----------------------------------
(Richard M. Moley)
II-5
LINEAR TECHNOLOGY CORPORATION

                                          REGISTRATION STATEMENT ON FORM S-8

                                                   INDEX TO EXHIBITS
Exhibit
  Number                                        Description
  ------          ---------------------------------------------------------------------------------------
4.1            1996 Incentive Stock Option Plan

   4.2            Form of Stock Option Agreement for use with 1996 Incentive Stock Option Plan

   4.3            1986 Employee Stock Purchase Plan, as amended.

   5.1            Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to legality of securities being
                  registered

  23.1            Consent of Ernst & Young LLP, Independent Auditors

  23.2            Consent of Counsel (contained in Exhibit 5.1)

  24.1            Power of Attorney (See signature page).
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