As filed with the Securities and Exchange Commission on May 15, 2001
                                                       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 Number)
 incorporation or organization)

                             1630 McCarthy Boulevard
                           Milpitas, California 95035
                    (Address of principal executive offices)
                           --------------------------

                       2001 Nonstatutory Stock Option Plan
                           --------------------------

                             Robert H. Swanson, Jr.
                      Chairman 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)
                           --------------------------

                                   Copies to:
                            Herbert P. Fockler, Esq.
                              Paul G. Castor, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304
                           --------------------------
<TABLE>
<CAPTION>
========================================================================================================================
                                             CALCULATION OF REGISTRATION FEE
========================================================================================================================
              Title of                        Amount        Proposed Maximum    Proposed Maximum
          Securities to be                    to be          Offering Price        Aggregate             Amount of
            Registered                      Registered         Per Share         Offering Price       Registration Fee
 -------------------------------------- ------------------ ------------------- --------------------- -------------------
<S>                                      <C>                 <C>                 <C>                    <C>
  2001 Nonstatutory Stock Option Plan
  Common Stock, $0.001 par value
  (currently outstanding options) (1)..     843,000 shares   $    38.69          $  32,615,670.00       $ 8,153.92
  ------------------------------------- ------------------ ------------------- --------------------- -------------------
  2001 Nonstatutory Stock Option Plan
  Common Stock, $0.001 par value
  (options available for future
  grant) (2)...........................  14,157,000 shares   $    48.32          $  684,066,240.00      $171,016.56
  ------------------------------------- ------------------ ------------------- --------------------- -------------------
  TOTAL                                  15,000,000 shares                       $  716,681,910.00      $179,170.48
 ====================================== ================== =================== ===================== ===================
<FN>
(1)  The computation is based upon the weighted average exercise price per share
     of $38.69 as to 843,000  outstanding  but  unexercised  options to purchase
     Common Stock under the 2001 Nonstatutory Stock Option Plan.

(2)  The  Proposed  Maximum  Offering  Price  Per Share  has been  estimated  in
     accordance  with Rule  457(h)  under the  Securities  Act of 1933 as to the
     remaining  14,157,000  shares  of  Common  Stock  authorized  for  issuance
     pursuant to the 2001 Nonstatutory  Stock Option Plan solely for the purpose
     of  calculating  the  registration  fee. No options  have been granted with
     respect to such shares.  The  computation  is based upon the average of the
     high  and low  sale  prices  for the  Common  Stock  of  Linear  Technology
     Corporation  as reported  on the Nasdaq  National  Market on May 11,  2001,
     which was  $48.32,  because the price at which the options to be granted in
     the future may be exercised is not currently determinable.
</FN>
================================================================================
</TABLE>


<PAGE>

                          LINEAR TECHNOLOGY CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

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

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
July 2, 2000,  filed  pursuant to Section 13 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
quarters  ended  October 1, 2000,  December  31,  2000 and April 1, 2001,  filed
pursuant to Section 13 of the Exchange Act.

         (c) The Company's Current Report on Form 8-K dated January 2, 2001.

         (d) The  description  of the  Company's  Common Stock  contained in the
Company'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 filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act  subsequent to the filing of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities  remaining unsold, shall be deemed to be incorporated by reference in
this  Registration  Statement and to be a part hereof from the date of filing of
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

         The  Company's  Certificate  of  Incorporation  limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that  directors  of a  corporation  will not be  personally  liable for monetary
damages for breach of their fiduciary duties as directors,  except for liability
(i)  for  any  breach  of  their  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii)  for acts or  omissions  not in good  faith or that  involve
intentional  misconduct  or a  knowing  violation  of law,  (iii)  for  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in Section  174 of the  General


                                      II-1

<PAGE>

Corporation Law of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.

         The  Company's  Bylaws  provide that the Company  shall  indemnify  its
directors  and officers and may  indemnify its employees and other agents to the
fullest extent permitted by law. The Company believes that indemnification under
its Bylaws covers at least  negligence  and gross  negligence on the part of the
indemnified  parties.  The  Company's  Bylaws  also permit the Company to secure
insurance  on behalf of any officer,  director,  employee or other agent for any
liability  arising out of his or her  actions in such  capacity,  regardless  of
whether the Company  would have the power to  indemnify  him or her against such
liability under the General  Corporation Law of Delaware.  The Company 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.

         The Company has entered into  agreements to indemnify its directors and
officers,  in addition to indemnification  provided for in the Company's Bylaws.
Subject to certain conditions,  these agreements,  among other things, indemnify
the Company's directors and officers for certain expenses (including  attorney's
fees),  judgments,  fines and settlement  amounts incurred by any such person in
any  action  or  proceeding,  including  any  action  by or in the  right of the
Company,  arising out of such person's  services as a director or officer of the
Company,  any  subsidiary  of the Company or any other  company or enterprise to
which the person provides services at the request of the Company.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Exhibit                          Description
         Number
      -----------    -----------------------------------------------------------
         4.1         2001 Nonstatutory Stock Option Plan.
         5.1         Opinion    of    Wilson    Sonsini    Goodrich   &  Rosati,
                     Professional  Corporation  as  to  legality  of  securities
                     being registered.
        23.1         Consent of Ernst & Young LLP, Independent Auditors.
        23.2         Consent    of    Wilson    Sonsini   Goodrich   &   Rosati,
                     Professional Corporation (contained in Exhibit 5.1).
        24.1         Power of Attorney (contained on signature page hereto).

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-2

<PAGE>

                           (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; and

                           (iii)  To  include  any  material   information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement.

                  (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
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 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  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 May 15, 2001.

                      LINEAR TECHNOLOGY CORPORATION


                      By:    /s/ Paul Coghlan
                             ---------------------------------------------------
                             Paul Coghlan
                             Vice President, Finance and Chief Financial 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,
and each of them acting individually,  as his  attorney-in-fact,  each with full
power of  substitution,  for him in any and all capacities,  to sign any and all
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
said attorney-in-fact,  or his substitutes, may do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated below on May 15, 2001.

                 Signature                                Title

/s/ Robert H. Swanson, Jr.
----------------------------------------    Chairman and Chief Executive Officer
Robert H. Swanson, Jr.                      (Principal Executive Officer)

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

/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


                                      II-4


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                          LINEAR TECHNOLOGY CORPORATION

                                  May 15, 2001





<PAGE>



                                INDEX TO EXHIBITS

         Exhibit                              Description
         Number
      -------------  -----------------------------------------------------------

         4.1         2001 Nonstatutory Stock Option Plan.
         5.1         Opinion of Wilson Sonsini  Goodrich & Rosati,  Professional
                     Corporation as to legality of securities being registered.
        23.1         Consent of Ernst & Young LLP, Independent Auditors.
        23.2         Consent of Wilson Sonsini Goodrich & Rosati,
                     Professional Corporation (contained in Exhibit 5.1).
        24.1         Power of Attorney (contained on signature page hereto).
[{"type": "S-8", "sequence": "1", "filename": "p13688s-8.txt", "secsgml_size_bytes": 17705}]
{"company-data": {"conformed-name": "LINEAR TECHNOLOGY CORP /CA/", "cik": "0000791907", "assigned-sic": "3674", "irs-number": "942778785", "state-of-incorporation": "DE", "fiscal-year-end": "0627"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60946", "film-number": "1639344"}, "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 May 15, 2001
                                                       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 Number)
 incorporation or organization)

                             1630 McCarthy Boulevard
                           Milpitas, California 95035
                    (Address of principal executive offices)
                           --------------------------

                       2001 Nonstatutory Stock Option Plan
                           --------------------------

                             Robert H. Swanson, Jr.
                      Chairman 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)
                           --------------------------

                                   Copies to:
                            Herbert P. Fockler, Esq.
                              Paul G. Castor, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304
                           --------------------------
========================================================================================================================
                                             CALCULATION OF REGISTRATION FEE
========================================================================================================================
              Title of                        Amount        Proposed Maximum    Proposed Maximum
          Securities to be                    to be          Offering Price        Aggregate             Amount of
            Registered                      Registered         Per Share         Offering Price       Registration Fee
 -------------------------------------- ------------------ ------------------- --------------------- -------------------
2001 Nonstatutory Stock Option Plan
  Common Stock, $0.001 par value
  (currently outstanding options) (1)..     843,000 shares   $    38.69          $  32,615,670.00       $ 8,153.92
  ------------------------------------- ------------------ ------------------- --------------------- -------------------
  2001 Nonstatutory Stock Option Plan
  Common Stock, $0.001 par value
  (options available for future
  grant) (2)...........................  14,157,000 shares   $    48.32          $  684,066,240.00      $171,016.56
  ------------------------------------- ------------------ ------------------- --------------------- -------------------
  TOTAL                                  15,000,000 shares                       $  716,681,910.00      $179,170.48
 ====================================== ================== =================== ===================== ===================
(1)  The computation is based upon the weighted average exercise price per share
     of $38.69 as to 843,000  outstanding  but  unexercised  options to purchase
     Common Stock under the 2001 Nonstatutory Stock Option Plan.

(2)  The  Proposed  Maximum  Offering  Price  Per Share  has been  estimated  in
     accordance  with Rule  457(h)  under the  Securities  Act of 1933 as to the
     remaining  14,157,000  shares  of  Common  Stock  authorized  for  issuance
     pursuant to the 2001 Nonstatutory  Stock Option Plan solely for the purpose
     of  calculating  the  registration  fee. No options  have been granted with
     respect to such shares.  The  computation  is based upon the average of the
     high  and low  sale  prices  for the  Common  Stock  of  Linear  Technology
     Corporation  as reported  on the Nasdaq  National  Market on May 11,  2001,
     which was  $48.32,  because the price at which the options to be granted in
     the future may be exercised is not currently determinable.
================================================================================
LINEAR TECHNOLOGY CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
July 2, 2000,  filed  pursuant to Section 13 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
quarters  ended  October 1, 2000,  December  31,  2000 and April 1, 2001,  filed
pursuant to Section 13 of the Exchange Act.

         (c) The Company's Current Report on Form 8-K dated January 2, 2001.

         (d) The  description  of the  Company's  Common Stock  contained in the
Company'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 filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act  subsequent to the filing of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities  remaining unsold, shall be deemed to be incorporated by reference in
this  Registration  Statement and to be a part hereof from the date of filing of
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

         The  Company's  Certificate  of  Incorporation  limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that  directors  of a  corporation  will not be  personally  liable for monetary
damages for breach of their fiduciary duties as directors,  except for liability
(i)  for  any  breach  of  their  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii)  for acts or  omissions  not in good  faith or that  involve
intentional  misconduct  or a  knowing  violation  of law,  (iii)  for  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in Section  174 of the  General

                                      II-1
Corporation Law of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.

         The  Company's  Bylaws  provide that the Company  shall  indemnify  its
directors  and officers and may  indemnify its employees and other agents to the
fullest extent permitted by law. The Company believes that indemnification under
its Bylaws covers at least  negligence  and gross  negligence on the part of the
indemnified  parties.  The  Company's  Bylaws  also permit the Company to secure
insurance  on behalf of any officer,  director,  employee or other agent for any
liability  arising out of his or her  actions in such  capacity,  regardless  of
whether the Company  would have the power to  indemnify  him or her against such
liability under the General  Corporation Law of Delaware.  The Company 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.

         The Company has entered into  agreements to indemnify its directors and
officers,  in addition to indemnification  provided for in the Company's Bylaws.
Subject to certain conditions,  these agreements,  among other things, indemnify
the Company's directors and officers for certain expenses (including  attorney's
fees),  judgments,  fines and settlement  amounts incurred by any such person in
any  action  or  proceeding,  including  any  action  by or in the  right of the
Company,  arising out of such person's  services as a director or officer of the
Company,  any  subsidiary  of the Company or any other  company or enterprise to
which the person provides services at the request of the Company.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Exhibit                          Description
         Number
      -----------    -----------------------------------------------------------
         4.1         2001 Nonstatutory Stock Option Plan.
         5.1         Opinion    of    Wilson    Sonsini    Goodrich   &  Rosati,
                     Professional  Corporation  as  to  legality  of  securities
                     being registered.
        23.1         Consent of Ernst & Young LLP, Independent Auditors.
        23.2         Consent    of    Wilson    Sonsini   Goodrich   &   Rosati,
                     Professional Corporation (contained in Exhibit 5.1).
        24.1         Power of Attorney (contained on signature page hereto).

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-2
(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; and

                           (iii)  To  include  any  material   information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement.

                  (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
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 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  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 May 15, 2001.

                      LINEAR TECHNOLOGY CORPORATION

                      By:    /s/ Paul Coghlan
                             ---------------------------------------------------
                             Paul Coghlan
                             Vice President, Finance and Chief Financial 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,
and each of them acting individually,  as his  attorney-in-fact,  each with full
power of  substitution,  for him in any and all capacities,  to sign any and all
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
said attorney-in-fact,  or his substitutes, may do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated below on May 15, 2001.

                 Signature                                Title

/s/ Robert H. Swanson, Jr.
----------------------------------------    Chairman and Chief Executive Officer
Robert H. Swanson, Jr.                      (Principal Executive Officer)

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

/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

                                      II-4
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    EXHIBITS

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                       Registration Statement on Form S-8

                          LINEAR TECHNOLOGY CORPORATION

                                  May 15, 2001
INDEX TO EXHIBITS

         Exhibit                              Description
         Number
      -------------  -----------------------------------------------------------

         4.1         2001 Nonstatutory Stock Option Plan.
         5.1         Opinion of Wilson Sonsini  Goodrich & Rosati,  Professional
                     Corporation as to legality of securities being registered.
        23.1         Consent of Ernst & Young LLP, Independent Auditors.
        23.2         Consent of Wilson Sonsini Goodrich & Rosati,
                     Professional Corporation (contained in Exhibit 5.1).
        24.1         Power of Attorney (contained on signature page hereto).