As filed with the Securities and Exchange Commission on January 16, 2003
                                                   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.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

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

<TABLE>
====================================================================================================================================

                                                   CALCULATION OF REGISTRATION FEE

====================================================================================================================================
<CAPTION>
                                                                   Proposed Maximum         Proposed Maximum
          Title of Securities               Amount to be          Offering Price Per       Aggregate Offering          Amount of
           to be Registered                  Registered                Share(1)                   Price            Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                          <C>                    <C>                       <C>
2001 Nonstatutory Stock Option Plan
Common Stock, $0.001 par value
(options available for future grant)      15,000,000 shares            $29.605                $444,075,000              $40,855
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The Proposed  Maximum  Offering  Price Per Share has been  estimated in
         accordance with Rule 457(c) and Rule 457(h) under the Securities Act of
         1933 solely for the purpose of calculating  the  registration  fee. 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 January 10, 2003, which was $29.605.

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

<PAGE>

                          LINEAR TECHNOLOGY CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

         The  contents  of  Linear  Technology   Corporation's  (the  "Company")
Registration Statement on Form S-8 (the "Prior NSO Plan Form S-8") as filed with
the Securities and Exchange  Commission on May 15, 2001 (File No.  333-60946) is
incorporated herein by reference. Under the Prior NSO Plan Form S-8, the Company
registered 15,000,000 shares of its Common Stock that were reserved for issuance
under the Company's 2001  Nonstatutory  Stock Option Plan (the "NSO Plan").  The
Company  is  registering  under  this   Registration   Statement  an  additional
15,000,000 shares of its Common Stock that have been reserved for issuance under
the NSO Plan to bring the total number of shares reserved under the NSO Plan and
registered to 30,000,000. The Company cannot grant options under the NSO Plan to
directors or officers of the Company.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8. Exhibits

         Exhibit
         Number                               Description
         ------                               -----------
          4.1     2001 Nonstatutory Stock Option Plan, as amended July 23, 2002,
                  and form of Stock Option Agreement.*(1)

          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).

*(1)     Incorporated by reference to Exhibit 10.49 of the  Registrant's  Annual
         Report on Form 10-K filed with the Commission on September 18, 2002.

                                      II-1
<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 January 16, 2003.


                                         LINEAR TECHNOLOGY CORPORATION


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

                                      II-2
<PAGE>

                                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 January 16, 2003.

      Signature                                  Title
      ---------                                  -----

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


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


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


                                Director
-----------------------
Leo T. McCarthy


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


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

                                      II-3
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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": "0627"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102542", "film-number": "03516182"}, "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 January 16, 2003
                                                   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.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

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

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

                                                   CALCULATION OF REGISTRATION FEE

====================================================================================================================================
Proposed Maximum         Proposed Maximum
          Title of Securities               Amount to be          Offering Price Per       Aggregate Offering          Amount of
           to be Registered                  Registered                Share(1)                   Price            Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
2001 Nonstatutory Stock Option Plan
Common Stock, $0.001 par value
(options available for future grant)      15,000,000 shares            $29.605                $444,075,000              $40,855
------------------------------------------------------------------------------------------------------------------------------------
(1)      The Proposed  Maximum  Offering  Price Per Share has been  estimated in
         accordance with Rule 457(c) and Rule 457(h) under the Securities Act of
         1933 solely for the purpose of calculating  the  registration  fee. 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 January 10, 2003, which was $29.605.

================================================================================
LINEAR TECHNOLOGY CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

         The  contents  of  Linear  Technology   Corporation's  (the  "Company")
Registration Statement on Form S-8 (the "Prior NSO Plan Form S-8") as filed with
the Securities and Exchange  Commission on May 15, 2001 (File No.  333-60946) is
incorporated herein by reference. Under the Prior NSO Plan Form S-8, the Company
registered 15,000,000 shares of its Common Stock that were reserved for issuance
under the Company's 2001  Nonstatutory  Stock Option Plan (the "NSO Plan").  The
Company  is  registering  under  this   Registration   Statement  an  additional
15,000,000 shares of its Common Stock that have been reserved for issuance under
the NSO Plan to bring the total number of shares reserved under the NSO Plan and
registered to 30,000,000. The Company cannot grant options under the NSO Plan to
directors or officers of the Company.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

         Exhibit
         Number                               Description
         ------                               -----------
          4.1     2001 Nonstatutory Stock Option Plan, as amended July 23, 2002,
                  and form of Stock Option Agreement.*(1)

          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).

*(1)     Incorporated by reference to Exhibit 10.49 of the  Registrant's  Annual
         Report on Form 10-K filed with the Commission on September 18, 2002.

                                      II-1
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 January 16, 2003.

                                         LINEAR TECHNOLOGY CORPORATION

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

                                      II-2
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 January 16, 2003.

      Signature                                  Title
      ---------                                  -----

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

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

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

                                Director
-----------------------
Leo T. McCarthy

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

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

                                      II-3