As filed with the Securities and Exchange Commission on November 21, 2005
                                                 Registration No. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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


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


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

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

                           2005 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

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

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

                                   Copies to:

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

                                              CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

============================================ ======================== ===================== ==================== ==================
                                                                            Proposed             Proposed
                                                                            Maximum               Maximum
                                                     Amount                 Offering             Aggregate           Amount of
          Title of Securities to                      to be                  Price               Offering          Registration
               be Registered                     Registered (1)          Per Share (2)           Price (2)            Fee (2)
-------------------------------------------- ------------------------ --------------------- -------------------- ------------------
<S>           <C>                               <C>                          <C>             <C>                    <C>
Common Stock, $0.001 par value                  6,259,572 shares             $33.81          $211,636,129,.32       $24,909.58
-------------------------------------------- ------------------------ --------------------- -------------------- ------------------
<FN>

(1)  Pursuant  to Rule 416(a) of the  Securities  Act of 1933,  as amended  (the
     "Securities  Act"),  this  Registration  Statement  shall  also  cover  any
     additional  shares of the  Registrant's  Common Stock that become  issuable
     under  the  Linear  Technology   Corporation  2005  Equity  Incentive  Plan
     described   herein  by  reason  of  any  stock   dividend,   stock   split,
     recapitalization  or  other  similar   transaction   effected  without  the
     Registrant's  receipt of  consideration  that results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     required by Section 6(b) of the Securities Act pursuant to Rules 457(c) and
     (h) under the Securities Act, on the basis of $33.81 per share, the average
     of the high and low prices per share of the Common Stock as reported on the
     Nasdaq National Market on November 16, 2005.
</FN>
</TABLE>

<PAGE>


                          LINEAR TECHNOLOGY CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.    PLAN INFORMATION

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

ITEM 2.    REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

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

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

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

     o    The  Registrant's  Quarterly  Report  on  Form  10-Q  filed  with  the
          Commission  on November 14,  2005,  pursuant to Section 13 or 15(d) of
          the Exchange Act;

     o    The Registrant's Current Reports on Form 8-K filed with the Commission
          on July 27, 2005,  September 9, 2005, October 19, 2005 and October 24,
          2005 pursuant to Section 13 or 15(d) of the Exchange Act; and

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


<PAGE>

     In addition,  all documents  subsequently  filed with the Commission by the
Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
on or after the date of this Registration Statement,  and prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder
have been sold or which  deregisters all securities then remaining  unsold under
this Registration Statement,  (other than Current Reports on Form 8-K containing
Regulation FD Disclosure  furnished under Item 7.01 or Results of Operations and
Financial Condition  disclosure  furnished under Item 2.02 and exhibits relating
to such disclosures, unless otherwise specifically stated in such Current Report
on  Form  8-K)  shall  be  deemed  to  be  incorporated  by  reference  in  this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.  Any  statement  contained  herein or in a document  incorporated  or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

                                       3

<PAGE>

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

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

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

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

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

      23.1         Consent of Independent Registered Public Accounting Firm.

      23.2         Consent of counsel (contained in Exhibit 5.1).

      99.1         Linear  Technology  Corporation  2005 Equity  Incentive Plan,
                   form of Stock  Option  Agreement,  form of  Restricted  Stock
                   Agreement, and form of Restricted Stock Unit Agreement (which
                   is  incorporated  herein by reference to Exhibit 10.53 to the
                   Registrant's  Quarterly  Report on Form 10-Q  filed  with the
                   Commission on November 14, 2005).

ITEM 9.  UNDERTAKINGS


     (a) The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement;

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                                       4
<PAGE>

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.


     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

                                       5

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Milpitas, State of California on November 21, 2005.

                                LINEAR TECHNOLOGY CORPORATION


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


                                POWER OF ATTORNEY

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

     In accordance  with the  requirements  of the Securities Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of November 21, 2005:

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


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


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


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


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


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


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


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

<PAGE>

                                  EXHIBIT INDEX


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

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

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

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

      23.1         Consent of Independent Registered Public Accounting Firm.

      23.2         Consent of counsel (contained in Exhibit 5.1).

      99.1         Linear  Technology  Corporation  2005 Equity  Incentive Plan,
                   form of Stock  Option  Agreement,  form of  Restricted  Stock
                   Agreement, and form of Restricted Stock Unit Agreement (which
                   is  incorporated  herein by reference to Exhibit 10.53 to the
                   Registrant's  Quarterly  Report on Form 10-Q  filed  with the
                   Commission on November 14, 2005).
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{"company-data": {"conformed-name": "LINEAR TECHNOLOGY CORP /CA/", "cik": "0000791907", "assigned-sic": "3674", "irs-number": "942778785", "state-of-incorporation": "DE", "fiscal-year-end": "0905"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129856", "film-number": "051217823"}, "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 21, 2005
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

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

                           2005 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

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

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

                                   Copies to:

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

                                              CALCULATION OF REGISTRATION FEE
============================================ ======================== ===================== ==================== ==================
                                                                            Proposed             Proposed
                                                                            Maximum               Maximum
                                                     Amount                 Offering             Aggregate           Amount of
          Title of Securities to                      to be                  Price               Offering          Registration
               be Registered                     Registered (1)          Per Share (2)           Price (2)            Fee (2)
-------------------------------------------- ------------------------ --------------------- -------------------- ------------------
Common Stock, $0.001 par value                  6,259,572 shares             $33.81          $211,636,129,.32       $24,909.58
-------------------------------------------- ------------------------ --------------------- -------------------- ------------------
(1)  Pursuant  to Rule 416(a) of the  Securities  Act of 1933,  as amended  (the
     "Securities  Act"),  this  Registration  Statement  shall  also  cover  any
     additional  shares of the  Registrant's  Common Stock that become  issuable
     under  the  Linear  Technology   Corporation  2005  Equity  Incentive  Plan
     described   herein  by  reason  of  any  stock   dividend,   stock   split,
     recapitalization  or  other  similar   transaction   effected  without  the
     Registrant's  receipt of  consideration  that results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     required by Section 6(b) of the Securities Act pursuant to Rules 457(c) and
     (h) under the Securities Act, on the basis of $33.81 per share, the average
     of the high and low prices per share of the Common Stock as reported on the
     Nasdaq National Market on November 16, 2005.
LINEAR TECHNOLOGY CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.    PLAN INFORMATION

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

ITEM 2.    REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

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

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

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

     o    The  Registrant's  Quarterly  Report  on  Form  10-Q  filed  with  the
          Commission  on November 14,  2005,  pursuant to Section 13 or 15(d) of
          the Exchange Act;

     o    The Registrant's Current Reports on Form 8-K filed with the Commission
          on July 27, 2005,  September 9, 2005, October 19, 2005 and October 24,
          2005 pursuant to Section 13 or 15(d) of the Exchange Act; and

     o    The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on Form 8-A filed  pursuant  to
          Section 12(g) of the Exchange  Act,  including any amendment or report
          filed for the purpose of updating such description.
In addition,  all documents  subsequently  filed with the Commission by the
Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
on or after the date of this Registration Statement,  and prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder
have been sold or which  deregisters all securities then remaining  unsold under
this Registration Statement,  (other than Current Reports on Form 8-K containing
Regulation FD Disclosure  furnished under Item 7.01 or Results of Operations and
Financial Condition  disclosure  furnished under Item 2.02 and exhibits relating
to such disclosures, unless otherwise specifically stated in such Current Report
on  Form  8-K)  shall  be  deemed  to  be  incorporated  by  reference  in  this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.  Any  statement  contained  herein or in a document  incorporated  or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

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

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

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

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

      23.1         Consent of Independent Registered Public Accounting Firm.

      23.2         Consent of counsel (contained in Exhibit 5.1).

      99.1         Linear  Technology  Corporation  2005 Equity  Incentive Plan,
                   form of Stock  Option  Agreement,  form of  Restricted  Stock
                   Agreement, and form of Restricted Stock Unit Agreement (which
                   is  incorporated  herein by reference to Exhibit 10.53 to the
                   Registrant's  Quarterly  Report on Form 10-Q  filed  with the
                   Commission on November 14, 2005).

ITEM 9.  UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement;

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                                       4
(2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Milpitas, State of California on November 21, 2005.

                                LINEAR TECHNOLOGY CORPORATION

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

                                POWER OF ATTORNEY

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

     In accordance  with the  requirements  of the Securities Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of November 21, 2005:

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

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

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

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

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

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

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

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

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

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

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

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

      23.1         Consent of Independent Registered Public Accounting Firm.

      23.2         Consent of counsel (contained in Exhibit 5.1).

      99.1         Linear  Technology  Corporation  2005 Equity  Incentive Plan,
                   form of Stock  Option  Agreement,  form of  Restricted  Stock
                   Agreement, and form of Restricted Stock Unit Agreement (which
                   is  incorporated  herein by reference to Exhibit 10.53 to the
                   Registrant's  Quarterly  Report on Form 10-Q  filed  with the
                   Commission on November 14, 2005).