EXHIBIT 23.2

                                January 25, 2001

Linear Technology Corporation
1630 McCarthy Boulevard
Milpitas, California 95035

      Re: Post-Effective Amendments No. 1 to Registration Statements on Form S-8

Ladies and Gentlemen:

         We  have  examined  the   Post-Effective   Amendments   No.  1  to  the
Registration  Statements  on Form S-8 (File Nos.  33-8306,  33-27367,  33-37432,
33-57330,  33-58745,  333-40595 and 333-84149) (the  "Amendment") to be filed by
Linear Technology Corporation, a Delaware corporation (the "Company"),  with the
Securities  and Exchange  Commission  on or about January 30, 2001 in connection
with the reincorporation of the Company into Delaware.

         We hereby  consent  to the use of our name  wherever  appearing  in the
Amendment.

                                         Sincerely yours,

                                         WILSON SONSINI GOODRICH & ROSATI
                                         Professional Corporation

                                         /s/  Wilson Sonsini Goodrich & Rosati