As filed with the Securities and Exchange Commission on July 30, 1999
                                                 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
                            (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                                8,000,000             $61.44                    $491,520,000               $136,643

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

<FN>
*        The Proposed  Maximum  Offering Price Per Share was estimated  pursuant to Rule 457(c) under the Securities Act of 1933, as
         amended (the "Act"),  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 July 26, 1999, which average was $61.44.
</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 28, 1998, and Registrant's  Quarterly Reports on Form 10-Q for fiscal
quarters ended  September 27, 1998, December 27, 1998, and March 28, 1999, filed
pursuant to Section 13 of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act").

         (b) The description of the  Registrant's  Common Stock contained in the
Registrant's  Registration  Statement on Form 8-A 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


                                      II-1

<PAGE>

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  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  Nonstatutory  Stock Option  Agreement  for use with
                   1996 Incentive Stock Option Plan
            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

<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 July 30, 1999.


                                       LINEAR TECHNOLOGY CORPORATION


                                       By:  /S/ ROBERT H. SWANSON, JR.
                                            ------------------------------------
                                            Robert H. Swanson, Jr.
                                            Chairman 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.           Chairman, Chief Executive                 July 30, 1999
-------------------------            Officer and Director
(Robert H. Swanson, Jr.)             (Principal Executive Officer)


/S/ PAUL COGHLAN                     Vice President, Finance and               July 30, 1999
-------------------------            Chief Financial Officer
(Paul Coghlan)                       (Principal Financial and
                                     Accounting Officer)


/S/ THOMAS S. VOLPE                  Director                                  July 30, 1999
-------------------------
(Thomas S. Volpe)



/S/ DAVID S. LEE                     Director                                  July 30, 1999
-------------------------
(David S. Lee)



/S/ LEO T. MCCARTHY                  Director                                  July 30, 1999
-------------------------
(Leo T. McCarthy)



/S/ RICHARD M. MOLEY                 Director                                  July 30, 1999
-------------------------
(Richard M. Moley)

</TABLE>


                                      II-5

<PAGE>



                          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 Nonstatutory Stock Option Agreement for use with 1996
                  Incentive Stock Option Plan

   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-6
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15576}]
{"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": "333-84149", "film-number": "99674640"}, "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 July 30, 1999
                                                 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
                            (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                                8,000,000             $61.44                    $491,520,000               $136,643

====================================================================================================================================
*        The Proposed  Maximum  Offering Price Per Share was estimated  pursuant to Rule 457(c) under the Securities Act of 1933, as
         amended (the "Act"),  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 July 26, 1999, which average was $61.44.
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 28, 1998, and Registrant's  Quarterly Reports on Form 10-Q for fiscal
quarters ended  September 27, 1998, December 27, 1998, and March 28, 1999, filed
pursuant to Section 13 of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act").

         (b) The description of the  Registrant's  Common Stock contained in the
Registrant's  Registration  Statement on Form 8-A 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

                                      II-1
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  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  Nonstatutory  Stock Option  Agreement  for use with
                   1996 Incentive Stock Option Plan
            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 July 30, 1999.

                                       LINEAR TECHNOLOGY CORPORATION

                                       By:  /S/ ROBERT H. SWANSON, JR.
                                            ------------------------------------
                                            Robert H. Swanson, Jr.
                                            Chairman 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.           Chairman, Chief Executive                 July 30, 1999
-------------------------            Officer and Director
(Robert H. Swanson, Jr.)             (Principal Executive Officer)

/S/ PAUL COGHLAN                     Vice President, Finance and               July 30, 1999
-------------------------            Chief Financial Officer
(Paul Coghlan)                       (Principal Financial and
                                     Accounting Officer)

/S/ THOMAS S. VOLPE                  Director                                  July 30, 1999
-------------------------
(Thomas S. Volpe)

/S/ DAVID S. LEE                     Director                                  July 30, 1999
-------------------------
(David S. Lee)

/S/ LEO T. MCCARTHY                  Director                                  July 30, 1999
-------------------------
(Leo T. McCarthy)

/S/ RICHARD M. MOLEY                 Director                                  July 30, 1999
-------------------------
(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 Nonstatutory Stock Option Agreement for use with 1996
                  Incentive Stock Option Plan

   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-6