FORM 10-Q 
                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 
(MARK ONE) 

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

FOR THE QUARTERLY PERIOD ENDED OCTOBER 1, 1995 OR 

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-14864

                          LINEAR TECHNOLOGY CORPORATION
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   CALIFORNIA                                94-2778785 
(STATE OR OTHER JURISDICTION OF INCORPORATION)            (I.R.S. EMPLOYER 
                                                         IDENTIFICATION NO.) 

                             1630 MCCARTHY BLVD. 
                       MILPITAS, CALIFORNIA 95035-7417 
                                (408) 432-1900 
                                --------------
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE OF 
                  REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                            Yes   X    No 
                                -----      ------

     There were 73,796,392  shares of the  Registrant's  Common Stock issued and
outstanding as of October 27, 1995.







                          LINEAR TECHNOLOGY CORPORATION
                                    FORM 10-Q
                       THREE MONTHS ENDED OCTOBER 1, 1995



                                      INDEX



                                                                            Page

Part I:  Financial Information

         Item 1. Financial Statements

                 Consolidated  Statements  of  Income  for  the  three       2
                 months ended October 1, 1995 and October 2, 1994.

                 Consolidated  Balance  Sheets at  October 1, 1995 and     3-4
                 July 2, 1995.

                 Consolidated  Statements  of Cash Flows for the three     5-6
                 months ended October 1, 1995 and October 2, 1994.

                 Notes to Consolidated Financial Statements                  7

         Item 2. Management's Discussion  and Analysis of Financial       8-10
                 Condition and Results of Operations

Part II: Other Information

         Item 6. Exhibits and Reports on Form 8-K.                          11

Signatures                                                                  12



                     LINEAR TECHNOLOGY CORPORATION
                   CONSOLIDATED STATEMENTS OF INCOME
               (In thousands, except per share amounts)
                              (unaudited)



                                                            Three Months Ended
                                                          ----------------------
                                                          October 1,  October 2,
                                                             1995        1994
                                                          ----------  ----------

Net sales                                                  $87,005       $58,082

Cost of sales                                               25,425        18,621
                                                           -------       -------
Gross profit                                                61,580        39,461
                                                           -------       -------
Expenses:

     Research and development                                7,028         5,447

     Selling, general and administrative                    11,151         8,489
                                                           -------       -------
                                                            18,179        13,936
                                                           -------       -------
Operating income                                            43,401        25,525

Interest income                                              3,053         1,613
                                                           -------       -------
Income before income taxes                                  46,454        27,138

Provision for income taxes                                  15,934         9,308
                                                           -------       -------
Net income                                                 $30,520       $17,830
                                                           =======       =======
Net income per share                                       $  0.39       $  0.24
                                                           =======       =======
Shares used in the calculation of net
      income per share                                      77,699        75,830
                                                           =======       =======



                             See accompanying notes

                                       2



                          LINEAR TECHNOLOGY CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                 (In thousands)



                                                        October 1,      July 2,
                                                           1995          1995
                                                       -----------    ----------
                                                       (unaudited)

Current assets:
     Cash and cash equivalents                           $ 63,384      $ 48,146
     Short-term investments                               220,638       202,076
     Accounts receivable, net of allowance for
       doubtful accounts of $743 ($728 at
       July 2, 1995)                                       32,305        29,770

     Inventories:
       Raw materials                                        1,522         1,270
       Work-in-process                                      4,780         4,726
       Finished goods                                       4,515         3,723
                                                         --------      --------

         Total inventories                                 10,817         9,719

     Deferred tax assets                                   20,608        20,608
     Prepaid expenses and other current
          assets                                            6,174         6,432
                                                         --------      --------
         Total current assets                             353,926       316,751
                                                         --------      --------

Property, plant and equipment, at cost:
     Land, building and improvements                       29,471        26,978
     Manufacturing and test equipment                      71,397        65,235
     Office furniture and equipment                         2,240         2,277
                                                         --------      --------

                                                          103,108        94,490
     Less accumulated depreciation and
           amortization                                   (46,001)      (43,688)
                                                         --------      --------

     Net property, plant and equipment                     57,107        50,802
                                                         --------      --------
                                                         $411,033      $367,553
                                                         ========      ========


                             See accompanying notes

                                       3



                          LINEAR TECHNOLOGY CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                       LIABILITIES & SHAREHOLDERS' EQUITY
                      (In thousands, except share amounts)



                                                           October 1,    July 2,
                                                              1995        1995
                                                          -----------   --------
                                                          (unaudited)

Current liabilities:
     Accounts payable                                      $  6,683     $  6,545
     Accrued payroll and related benefits                    13,096       14,841
     Deferred income on shipments to distributors            17,866       17,227
     Income taxes payable                                    21,954       10,178
     Other accrued liabilities                                8,327        7,037
                                                           --------     --------

         Total current liabilities                           67,926       55,828

Deferred tax liabilities                                      3,495        3,195

Shareholders' equity:
     Common stock, no par value, 120,000,000
         shares authorized; 73,800,092
         shares issued and outstanding at
         October 1, 1995 (73,586,292 shares
         at July 2, 1995)                                   104,448      100,939
      Retained earnings                                     235,164      207,591
                                                           --------     --------

         Total shareholders' equity                         339,612      308,530
                                                           --------     --------

                                                           $411,033     $367,553
                                                           ========     ========


                             See accompanying notes

                                       4





                          LINEAR TECHNOLOGY CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                 (In thousands)
                                   (unaudited)

                                                             Three Months Ended
                                                           ---------------------
                                                           October 1, October 2,
                                                              1995       1994
                                                           ---------- ----------
Cash flow from operating activities:
     Net income                                            $ 30,520    $ 17,830
     Adjustments to  reconcile  net  income to net cash
       provided  by  operating activities:
       Depreciation and amortization                          2,372       1,656
       Changes in operating assets and liabilities:
         Decrease (increase) in accounts receivable          (2,535)       (912)
         Decrease (increase) in inventories                  (1,098)          1
         Decrease (increase) in deferred tax assets,
           prepaid expenses and other current assets            258        (791)
         Increase (decrease) in accounts payable,
           accrued payroll, income taxes payable and
           other accrued liabilities                         11,459       6,064
         Tax benefit from stock option transactions           2,020       1,060
         Increase (decrease) in deferred income                 639       1,734
         Increase (decrease) in deferred tax liabilities        300         235
                                                           --------    --------
     Cash provided by operating activities                   43,935      26,877
                                                           --------    --------

Cash flow from investing activities:
     Purchase of short-term investments                     (67,773)    (54,337)
     Proceeds from sales and maturities of short-term
     investments                                             49,211      27,456
     Purchase of property, plant and equipment               (8,677)     (5,601)
                                                           --------    --------
     Cash used in investing activities                      (27,239)    (32,482)
                                                           --------    --------

Cash flow from financing activities:
     Issuance of common stock under employee stock
        plans                                                 1,489       1,141
     Purchase of common stock                                  --        (6,139)
     Payment of cash dividend                                (2,947)     (2,172)
                                                           --------    --------
     Cash used in financing activities                       (1,458)     (7,170)
                                                           --------    --------

Increase (decrease) in cash and cash equivalents             15,238     (12,775)

Cash and cash equivalents, beginning of period               48,146      39,950
                                                           --------    --------

Cash and cash equivalents, end of period                   $ 63,384    $ 27,175
                                                           ========    ========


                             See accompanying notes

                                       5


                          LINEAR TECHNOLOGY CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (unaudited)





                                                            Three Months Ended
                                                          October 1,  October 2,
                                                             1995        1994
                                                          ----------  ----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the period for income taxes                $ 1,838    $ 1,167




                                       6


                          LINEAR TECHNOLOGY CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



1.   Interim financial statements and information are unaudited; however, in the
     opinion of  management  all  adjustments  necessary for a fair and accurate
     presentation  of the interim  results have been made. All such  adjustments
     were of a normal recurring  nature.  The results for the three months ended
     October 1, 1995 are not necessarily an indication of results to be expected
     for the entire  fiscal  year.  All  information  reported in this Form 10-Q
     should  be read in  conjunction  with  the  Company's  annual  consolidated
     financial  statements  for the fiscal year ended July 2, 1995,  included in
     the Company's Annual Report to Shareholders.

2.   The Company operates on a 52/53 week year ending on the Sunday nearest June
     30. Fiscal 1996 and 1995 each have 52 weeks.

3.   Net income per share is based upon the weighted average number of shares of
     common stock outstanding and common equivalent shares, if dilutive.

4.   In July 1995, the Company's Board of Directors declared a two-for-one split
     of the Company's  common stock for  shareholders of record as of August 11,
     1995. All share and per share information have been restated to reflect the
     stock split.

                                       7





Item 2.  Management's Discussion and Analysis of Financial Condition and Results
        of Operations


Results of Operations

         The table below states the income  statement items for the three months
ended  October  1, 1995 and  October  2, 1994 as a  percentage  of net sales and
provides the  percentage  increase of such items from October 2, 1994 to October
1, 1995.


                                               Three Months Ended
                                             ----------------------
                                             October 1,  October 2,
                                                1995        1994       Increase
                                             ----------  ----------    --------

Net sales                                        100.0%       100.0%       50%
Cost of sales                                     29.2         32.1        37
                                                 -----        -----
     Gross profit                                 70.8         67.9        56
                                                 -----        -----
Expenses:
     Research & development                        8.1          9.4        29
     Selling, general & administrative            12.8         14.6        31
                                                 -----        -----
                                                  20.9         24.0        30
                                                 -----        -----
Operating income                                  49.9         43.9        70
Interest income                                    3.5          2.8        89
                                                 -----        -----
Income before income taxes                        53.4%        46.7%       71
                                                 =====        =====
Effective tax rates                               34.3%        34.3%
                                                 =====        =====


         Net sales for the first  quarter of fiscal 1996  increased 50% over net
sales for the first  quarter of fiscal  1995.  The increase in net sales was due
mostly to higher unit sales and in part due to a higher  average  selling  price
resulting from firmer pricing.  Each of the Company's major  geographic  markets
showed  increases in net sales for the first  quarter of fiscal 1996 as compared
to the same  quarter in the prior  year,   with the Asia Pacific and Japan areas
experiencing the largest increase as a percentage of net sales.

         Gross profit increased by $22.1 million for the first quarter of fiscal
1996 over the first quarter of fiscal 1995.  Gross profit as a percentage of net
sales was 70.8% in the first  quarter of fiscal  1996  compared to 67.9% for the
corresponding  period  of  fiscal  1995.  The  increase  in  gross  profit  as a
percentage  of net  sales  was due to the  absorption  of fixed  costs  over the
increased  sales volume,  the cost savings from the  increasing  activity at the
Company's Singapore test manufacturing  operations and the cost savings from the
Company's Malaysia assembly  operations  versus  assembly  subcontractors.  Also
contributing  to the  increase in gross  profit was the  increase in the average
selling price referred to above. Gross profit was slightly  negatively  impacted
by higher raw material costs.

                                       8


Results of Operations, continued:

         Research and  development  expenses  increased by $1.6 million from the
first  quarter of fiscal 1995 to the first  quarter of fiscal 1996 due primarily
to  increased  staffing of and  compensation  to design  engineering  personnel.
Although  design  engineering  staffing  increased  significantly,  research and
development  expenses,  especially  support  staff  labor  costs  and mask  sets
expenses,  did not  increase at the same rate as the sales growth from the first
quarter of fiscal 1995 to the first quarter of fiscal 1996.

         Selling,  general and administrative expenses increased by $2.7 million
from the first  quarter of fiscal  1995 to the first  quarter of fiscal 1996 due
primarily to increases in labor costs, advertising and promotion, and commission
expense  which  increased  due to the  increase in  commissionable  sales.  As a
percentage of net sales, selling,  general and administrative expenses continued
to  decline  due to  proportionally  lower  labor  costs and other  expenses  as
compared to net sales.

         Interest  income was $3.1 million for the first  quarter of fiscal 1996
compared  to $1.6  million  for the first  quarter  of fiscal  1995.  The higher
interest  income  resulted  from the  increase in  investment  balances  and the
increase in the average interest rate of the investment portfolio from the prior
year's rate.

Factors Affecting Future Operating Results

         Past  performance  of the Company may not be a good indicator of future
performance  due  to  factors  affecting  the  Company,  its  competitors,   the
semiconductor  industry and the overall economy.  The semiconductor  industry is
characterized  by rapid  technological  change,  price erosion,  cyclical market
patterns, occasional shortages of materials, capacity constraints,  variation in
manufacturing  efficiencies and significant  expenditures for capital  equipment
and  product  development.  Furthermore,  new product  introductions  and patent
protection of existing products are critical factors for future sales growth and
sustained profitability.

         Although  the  Company   believes  that  it  has  the  product   lines,
manufacturing  facilities and technical and financial  resources for its current
operations,  sales and profitability can be significantly  affected by the above
and other factors.  Additionally, the Company's common stock could be subject to
significant   price  volatility  should  sales  and/or  earnings  fail  to  meet
expectations of the investment community.

Liquidity and Capital Resources

         At  October 1, 1995,  cash and short-term  investments  totaled  $284.0
million,  and working  capital was $286.0 million.

         During the first quarter of fiscal 1996,  the Company  generated  $43.9
million of cash from operating  activities.  In addition,  the Company generated
$1.5 million from proceeds from common stock issued under  employee stock option
and stock purchase plans.

         The Company  purchased  $8.7 million of capital assets during the first
quarter  of  fiscal  1996  including   approximately   $1.1  million  for  wafer
fabrication  equipment for the Company's Milpitas wafer fab and $3.3 million for
building construction for the Company's next wafer fab in Camas, Washington. The
initial investment in the Camas wafer fabrication plant is estimated at

                                       9


Liquidity and Capital Resources, continued:

approximately  $40  million of which  approximately  $4 million  has been spent.
Manufacturing production is scheduled to begin in the calendar 1996.

         The  Company  continues  to expand its  manufacturing  capacity  at its
Malaysia  assembly  plant and Singapore test and back-end  facility.  During the
first  quarter of fiscal 1996,  the Company spent $3.2 million for equipment for
its manufacturing operations in Singapore and Malaysia.

         During  the  first  quarter  of  fiscal  1996,  the  Company  paid  its
shareholders  a $0.04 per share cash dividend  which  totaled $2.9  million.  In
October 1995, the Company's  Board of Directors  announced that a quarterly cash
dividend  of $0.04 per share will be paid  during  the second  quarter of fiscal
1996.  The  payment of future  dividends  will be based on  quarterly  financial
performance.

         Historically,  the Company has satisfied  its  liquidity  needs through
cash  generated  from  operations,  the placement of equity  securities  and the
utilization of lease financing for capital  equipment and facilities.  Given its
strong financial  condition and performance,  the Company's near-term plan is to
primarily finance its capital needs internally.


                                       10






PART II.      OTHER INFORMATION


Item 6.       Exhibits and Reports on Form 8-K

                  a)   Exhibits

                       27.1 - Financial Data Schedule

                  b)   Reports on Form 8-K

                       None


                                       11





                                   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, thereunto duly authorized.













                                                 LINEAR TECHNOLOGY CORPORATION

DATE:  November 14, 1995                         BY /s/  Paul Coghlan
                                                    ----------------------------
                                                    Paul Coghlan
                                                    Vice President, Finance &
                                                    Chief Financial Officer
                                                    (Duly Authorized Officer and
                                                    Principal Financial Officer)

                                       12