As filed with the Securities and Exchange Commission April 21, 1995
                                                  Registration No. 33-_________
                                   


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 Number)


                             1630 McCarthy Boulevard
                           Milpitas, California 95035
          (Address of principal executive offices, including zip code)

                                   ----------

                        1988 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)

                                   ----------

                             ROBERT H. SWANSON, JR.
                      President and Chief Executive Officer
                          LINEAR TECHNOLOGY CORPORATION
                             1630 McCarthy Boulevard
                           Milpitas, California 95035
                                 (408) 432-1900
            (Name, address and telephone number of agent for service)

                                   ----------

                                    Copy to:

                            HERBERT P. FOCKLER, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (415) 493-9300


<PAGE>


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

                         CALCULATION OF REGISTRATION FEE


                                       Proposed      Proposed
       Title of                        Maximum        Maximum         Amount of
    Securities to    Amount to be   Offering Price   Aggregate      Registration
    be Registered    Registered      per Share (1)  Offering Price       Fee
- --------------------------------------------------------------------------------

Common Stock,         2,000,000         $56.75        $113,500,000     $39,138
no par value          shares (2)

(1)    Estimated in accordance with Rule 457(h) solely for the purpose of calcu-
       lating the  registration  fee based upon the  average of the high and low
       prices per share of the Common  Stock as reported in the Nasdaq  National
       Market as of April 13, 1995.

(2)    Excludes  all  shares  previously   registered  under  Registrant's  1988
       Incentive  Stock  Option  Plan  on  Form  S-8   Registration   Statements
       (Registration Nos. 33-27367, 33-37432 and 33-57330).



<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           INFORMATION INCORPORATED BY REFERENCE

     The  following   documents  and  information   heretofore  filed  with  the
Securities and Exchange Commission are hereby incorporated by reference:

                  (a)      The  Company's  Annual  Report  on Form  10-K for the
                           fiscal  year ended July 3, 1994,  filed  pursuant  to
                           Section 13(a) of the Securities Exchange Act of 1934,
                           as amended (the "Exchange Act").

                  (b)      The Company's  Quarterly Reports on Form 10-Q for the
                           fiscal  quarter  ended October 2, 1994 and January 1,
                           1995, filed pursuant to Section 13(a) of the Exchange
                           Act.

                  (c)      The  description of the Company's  Common Stock to be
                           offered  hereby which is  contained in its  Registra-
                           tion  Statement  on Form 8-A  dated  August 5,  1986,
                           filed pursuant to Section 12(g) of the Exchange Act.

                  (d)      The Company's earlier Registration  Statement on Form
                           S-8,  filed  October  26,  1990   (Registration   No.
                           33-37432) for the purpose of registering other shares
                           of the  Company's  Common Stock,  reserved  under the
                           1986 Employee Stock Purchase Plan, the 1981 Incentive
                           Stock  Option  Plan,  and the  1988  Incentive  Stock
                           Option Plan,  under the  Securities  Act of 1933,  as
                           amended.

     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.


Items 4-7.

         Items 4 through 7,  inclusive,  are  omitted in reliance  upon  General
Instruction  E to Form  S-8,  and the  above  incorporation  by  reference  of a
previously filed and currently effective Form S-8


                                      II-1


<PAGE>



registering  securities  of the same  class  under  the same  plan  (see Item 3,
subpart (d)) as those registered on this Form S-8.


Item 8.           EXHIBITS

 Exhibit
 Number
- --------
   4.1            1988 Incentive Stock Option Plan, as amended.

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

  23.1            Consent of Ernst & Young LLP,  Independent  Auditors (see page
                  II-5).

  23.2            Consent of Counsel (contained in Exhibit 5.1).

  24.1            Power of Attorney (see page II-3).

Item 9.

         Omitted for the reasons set forth above for Items 4-7, inclusive.



                                      II-2

<PAGE>



                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  Registrant,  Linear  Technology  Corporation,  a corporation  organized and
existing  under  the laws of the  State  of  California,  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 April 18, 1995.

                                              LINEAR TECHNOLOGY CORPORATION



                                              By: /s/ Robert H. Swanson, Jr.
                                                  -----------------------------
                                                      Robert H. Swanson, Jr.
                                                      President



                                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
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.



                                      II-3

<PAGE>



        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        April 18, 1995
- ---------------------------    Officer and Director                          
   (Robert H. Swanson, Jr.)    (Principal Executive Officer)
                               


/s/ Paul Coghlan               Vice President, Finance and       April 18, 1995
- ---------------------------    Administration and Chief                      
   (Paul Coghlan)              Financial Officer (Principal
                               Financial and Accounting
                               Officer)
                               


/s/ David S. Lee               Director                          April 18, 1995
- ---------------------------                                                  
   (David S. Lee)


/s/ Leo T. McCarthy            Director                          April 18, 1995
- ---------------------------                                                    
   (Leo T. McCarthy)


/s/ Richard M. Moley           Director                          April 18, 1995
- ---------------------------                                                  
   (Richard M. Moley)


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



                                      II-4

<PAGE>



                                  Exhibit 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



        We  consent  to the  incorporation  by  reference  in  the  Registration
Statement  (Form S-8)  pertaining  to the 1988  Incentive  Stock  Option Plan of
Linear Technology Corporation of our report dated July 22, 1994, with respect to
the  consolidated  financial  statements  and  schedules  of  Linear  Technology
Corporation included and/or incorporated by reference in its Annual Report (Form
10-K) for the year ended July 3, 1994,  filed with the  Securities  and Exchange
Commission.


                                                 /s/ Ernst & Young LLP
                                                 ------------------------------


San Jose, California
April 18, 1995



                                      II-5

<PAGE>



                            INDEX TO EXHIBITS



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

   4.1                     1988 Incentive Stock Option
                           Plan, as amended.

   5.1                     Opinion of counsel as to legality of securities being
                           registered.
  
  23.1                     Consent  of Ernst & Young LLP,  Independent  Auditors
                           (see page II-5).

  23.2                     Consent of Counsel (contained in Exhibit 5.1).
  
  24.1                     Power of Attorney (see page II-3).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11414}]
{"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": "033-58745", "film-number": "95530291"}, "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 April 21, 1995
                                                  Registration No. 33-_________
                                   

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 Number)

                             1630 McCarthy Boulevard
                           Milpitas, California 95035
          (Address of principal executive offices, including zip code)

                                   ----------

                        1988 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)

                                   ----------

                             ROBERT H. SWANSON, JR.
                      President and Chief Executive Officer
                          LINEAR TECHNOLOGY CORPORATION
                             1630 McCarthy Boulevard
                           Milpitas, California 95035
                                 (408) 432-1900
            (Name, address and telephone number of agent for service)

                                   ----------

                                    Copy to:

                            HERBERT P. FOCKLER, ESQ.
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (415) 493-9300
================================================================================

                         CALCULATION OF REGISTRATION FEE

                                       Proposed      Proposed
       Title of                        Maximum        Maximum         Amount of
    Securities to    Amount to be   Offering Price   Aggregate      Registration
    be Registered    Registered      per Share (1)  Offering Price       Fee
- --------------------------------------------------------------------------------

Common Stock,         2,000,000         $56.75        $113,500,000     $39,138
no par value          shares (2)

(1)    Estimated in accordance with Rule 457(h) solely for the purpose of calcu-
       lating the  registration  fee based upon the  average of the high and low
       prices per share of the Common  Stock as reported in the Nasdaq  National
       Market as of April 13, 1995.

(2)    Excludes  all  shares  previously   registered  under  Registrant's  1988
       Incentive  Stock  Option  Plan  on  Form  S-8   Registration   Statements
       (Registration Nos. 33-27367, 33-37432 and 33-57330).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INFORMATION INCORPORATED BY REFERENCE

     The  following   documents  and  information   heretofore  filed  with  the
Securities and Exchange Commission are hereby incorporated by reference:

                  (a)      The  Company's  Annual  Report  on Form  10-K for the
                           fiscal  year ended July 3, 1994,  filed  pursuant  to
                           Section 13(a) of the Securities Exchange Act of 1934,
                           as amended (the "Exchange Act").

                  (b)      The Company's  Quarterly Reports on Form 10-Q for the
                           fiscal  quarter  ended October 2, 1994 and January 1,
                           1995, filed pursuant to Section 13(a) of the Exchange
                           Act.

                  (c)      The  description of the Company's  Common Stock to be
                           offered  hereby which is  contained in its  Registra-
                           tion  Statement  on Form 8-A  dated  August 5,  1986,
                           filed pursuant to Section 12(g) of the Exchange Act.

                  (d)      The Company's earlier Registration  Statement on Form
                           S-8,  filed  October  26,  1990   (Registration   No.
                           33-37432) for the purpose of registering other shares
                           of the  Company's  Common Stock,  reserved  under the
                           1986 Employee Stock Purchase Plan, the 1981 Incentive
                           Stock  Option  Plan,  and the  1988  Incentive  Stock
                           Option Plan,  under the  Securities  Act of 1933,  as
                           amended.

     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.

Items 4-7.

         Items 4 through 7,  inclusive,  are  omitted in reliance  upon  General
Instruction  E to Form  S-8,  and the  above  incorporation  by  reference  of a
previously filed and currently effective Form S-8

                                      II-1
registering  securities  of the same  class  under  the same  plan  (see Item 3,
subpart (d)) as those registered on this Form S-8.

Item 8.           EXHIBITS

 Exhibit
 Number
- --------
   4.1            1988 Incentive Stock Option Plan, as amended.

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

  23.1            Consent of Ernst & Young LLP,  Independent  Auditors (see page
                  II-5).

  23.2            Consent of Counsel (contained in Exhibit 5.1).

  24.1            Power of Attorney (see page II-3).

Item 9.

         Omitted for the reasons set forth above for Items 4-7, inclusive.

                                      II-2
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  Registrant,  Linear  Technology  Corporation,  a corporation  organized and
existing  under  the laws of the  State  of  California,  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 April 18, 1995.

                                              LINEAR TECHNOLOGY CORPORATION

                                              By: /s/ Robert H. Swanson, Jr.
                                                  -----------------------------
                                                      Robert H. Swanson, Jr.
                                                      President

                                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
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

                                      II-3
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        April 18, 1995
- ---------------------------    Officer and Director                          
   (Robert H. Swanson, Jr.)    (Principal Executive Officer)
                               

/s/ Paul Coghlan               Vice President, Finance and       April 18, 1995
- ---------------------------    Administration and Chief                      
   (Paul Coghlan)              Financial Officer (Principal
                               Financial and Accounting
                               Officer)
                               

/s/ David S. Lee               Director                          April 18, 1995
- ---------------------------                                                  
   (David S. Lee)

/s/ Leo T. McCarthy            Director                          April 18, 1995
- ---------------------------                                                    
   (Leo T. McCarthy)

/s/ Richard M. Moley           Director                          April 18, 1995
- ---------------------------                                                  
   (Richard M. Moley)

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

                                      II-4
Exhibit 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

        We  consent  to the  incorporation  by  reference  in  the  Registration
Statement  (Form S-8)  pertaining  to the 1988  Incentive  Stock  Option Plan of
Linear Technology Corporation of our report dated July 22, 1994, with respect to
the  consolidated  financial  statements  and  schedules  of  Linear  Technology
Corporation included and/or incorporated by reference in its Annual Report (Form
10-K) for the year ended July 3, 1994,  filed with the  Securities  and Exchange
Commission.

                                                 /s/ Ernst & Young LLP
                                                 ------------------------------

San Jose, California
April 18, 1995

                                      II-5
INDEX TO EXHIBITS

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

   4.1                     1988 Incentive Stock Option
                           Plan, as amended.

   5.1                     Opinion of counsel as to legality of securities being
                           registered.
  
  23.1                     Consent  of Ernst & Young LLP,  Independent  Auditors
                           (see page II-5).

  23.2                     Consent of Counsel (contained in Exhibit 5.1).
  
  24.1                     Power of Attorney (see page II-3).