UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                January 18, 2005
                Date of Report (Date of earliest event reported)

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


         Delaware                  0-14864                      94-2778785
(State or other jurisdiction     (Commission                   (IRS Employer
     of incorporation)           File Number)                Identification No.)

               1630 McCarthy Boulevard, Milpitas, California 95035
          (Address of principal executive offices, including zip code)

                          (408) 432-1900 (Registrant's
                     telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligation of the registrant under any of  the
following provisions:


[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))




Item  1.01       Entry into a Material Definitive Agreement.

 Acceleration of Unvested Out-of-the-Money Options

         On January 18, 2005,  Linear  Technology  Corporation  (the  "Company")
issued a press release  announcing  that it has  accelerated  the vesting of all
unvested  options to purchase its common stock awarded more than one year ago to
employees  and officers and that had  exercise  prices  greater than the closing
price of the common  stock on January 18, 2005 of $37.04 per share.  The text of
the press release is set forth as Exhibit 99.1.

Item  8.01       Other Events.

         See Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

     Exhibit
     Number                                Description
- ---------------  ---------------------------------------------------------------
      99.1       Text of press release of  Linear Technology Corporation, dated
                 January 18, 2005.


                                        2



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                              LINEAR TECHNOLOGY CORPORATION.


                                              /s/  Paul Coghlan
                                              ----------------------------
                                              Paul Coghlan
                                              Vice President, Finance and Chief
                                              Financial Officer

Date:  January 21, 2005



                                       3