SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the registrant [X]

Filed by a party other than the registrant [_]

Check the appropriate box:

[_] Preliminary proxy statement

[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[X] Definitive proxy statement

[_] Definitive additional materials

[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

LINEAR TECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction
applies: ___________

(2) Aggregate number of securities to which transaction
applies: ___________

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):_____

(4) Proposed maximum aggregate value of transaction:
______________

(5) Total fee paid: _____________

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.

(1) Amount Previously Paid: __________________

(2) Form, Schedule or Registration Statement No.:
___________________

(3) Filing Party: ________________

(4) Date Filed: ________________

LINEAR TECHNOLOGY CORPORATION

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

Notice of Annual Meeting of Shareholders
To Be Held on November 3, 1999

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Linear Technology Corporation, a California corporation (the "Company"), will be
held on November 3, 1999 at 3:00 p.m., local time, at the Company's principal
executive offices, located at 720 Sycamore Drive, Milpitas, California 95035,
for the following purposes:

1. To elect five directors to serve until the next Annual
Meeting of Shareholders and until their successors are elected.

2. To ratify the appointment of Ernst & Young LLP as
independent auditors of the Company for the fiscal year ending July 2,
2000.

3. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only shareholders of record of the Company's Common Stock at the close
of business on September 7, 1999, the record date, are entitled to notice of and
to vote at the Annual Meeting and any adjournment thereof.

All shareholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the meeting, you are urged to
mark, sign, date and return the enclosed proxy card as promptly as possible in
the postage-prepaid envelope enclosed for that purpose. Any shareholder
attending the Annual Meeting may vote in person even if such shareholder has
returned a proxy.

FOR THE BOARD OF DIRECTORS

Arthur F. Schneiderman
Secretary

Milpitas, California
September 24, 1999

- --------------------------------------------------------------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------

LINEAR TECHNOLOGY CORPORATION

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

PROXY STATEMENT
FOR
1999 ANNUAL MEETING OF SHAREHOLDERS

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

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed Proxy is solicited on behalf of the Board of Directors of
Linear Technology Corporation, a California corporation (the "Company"), for use
at the Annual Meeting of Shareholders (the "Annual Meeting") to be held November
3, 1999, at 3:00 p.m., local time, or at any adjournment thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting of
Shareholders. The Annual Meeting will be held at the Company's principal
executive offices, located at 720 Sycamore Drive, Milpitas, California 95035.
The telephone number at that location is (408) 432-1900.

These proxy solicitation materials and the Company's Annual Report to
Shareholders for the year ended June 27, 1999, including financial statements,
were mailed on or about September 24, 1999 to all shareholders entitled to vote
at the Annual Meeting.

Proxies; Revocability of Proxies

All shares entitled to vote and represented by properly executed
proxies received prior to the Annual Meeting, and not revoked, will be voted at
the Annual Meeting in accordance with the instructions indicated on those
proxies. If no instructions are indicated on a properly executed proxy, the
shares represented by that proxy will be voted as recommended by the Board of
Directors. If any other matters are properly presented for consideration at the
Annual Meeting, the persons named in the enclosed proxy and acting thereunder
will have discretion to vote on those matters in accordance with their best
judgment. The Company does not currently anticipate that any other matters will
be raised at the Annual Meeting.

Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Company
(Attention: Paul Coghlan, Vice President of Finance and Chief Financial Officer)
a written notice of revocation or a duly executed proxy bearing a later date or
by attending the Annual Meeting and voting in person.

Voting Rights and Solicitation of Proxies

On all matters other than the election of directors, each share has one
vote. Each shareholder voting for the election of directors may cumulate such
shareholder's votes and give one candidate a number of votes equal to the number
of directors to be elected (which number is currently set at five) multiplied by
the number of shares held by such shareholder, or may distribute such
shareholder's votes on the same principle among as many candidates as the
shareholder may select. However, no shareholder will be entitled to cumulate
votes unless the candidate's name has been placed in nomination prior to the
voting, and the shareholder, or any other shareholder, has given notice at the
meeting prior to the voting of the shareholder's intention to cumulate votes. If
any shareholder gives such notice, all shareholders may cumulate their votes for
the candidates in nomination. In the event that cumulative voting is invoked,
the proxy holders will have the discretionary authority to vote all proxies
received by them in such a manner as to ensure the election of as many of the
Board of Directors' nominees as possible. See "Proposal One--Election of
Directors."

The Company will bear the cost of soliciting proxies. In addition, the
Company may reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation material to such
beneficial owners. Solicitation of proxies by mail may be supplemented by one or
more of telephone, telegram, facsimile, e-mail or personal solicitation by
directors, officers or regular employees of the Company. No additional
compensation will be paid to such persons for such services.

Quorum; Abstentions; Broker Non-Votes

Under California law, all proposals submitted at the Annual Meeting
require for their approval both the affirmative vote of a majority of the shares
"represented and voting" at the Annual Meeting and the affirmative vote of a
majority of the quorum required for the transaction of business. A quorum is
established by the presence at the Annual Meeting, either in person or by proxy,
of the holders of a majority of the outstanding shares of Common Stock "entitled
to vote" at the Annual Meeting, including those shares as to which no votes are
cast at the Annual Meeting. Accordingly, abstentions and broker non-votes will
be counted as "entitled to vote" and thus represented for purposes of
establishing a quorum, but will not be counted for purposes of determining the
number of shares which are "represented and voting" with respect to a given
proposal.

Deadline for Receipt of Shareholder Proposals; Discretionary Authority to Vote
on Shareholder Proposals

Proposals of shareholders of the Company which are intended to be
presented by such shareholders at the Company's 2000 Annual Meeting must be
received by the Company no later than May 27, 2000 in order that they may be
included in the proxy statement and form of proxy relating to that meeting.

The Company may use its discretionary voting authority on all
shareholder proposals not received by the Company on or prior to September 19,
1999.

Record Date and Voting Securities

Shareholders of record at the close of business on September 7, 1999
(the "Record Date") are entitled to notice of and to vote at the meeting. As of
the Record Date, 154,222,197 shares of the Company's Common Stock, no par value,
were issued and outstanding. No shares of the Company's Preferred Stock are
outstanding. Based on the last reported sale on the Nasdaq National Market on
September 7, 1999, the market value of one share of the Company's Common Stock
was $67.50. For information regarding security ownership by management and by
the beneficial owners of more than five percent of the Company's Common Stock,
see "Beneficial Security Ownership of Directors, Officers and Certain Other
Beneficial Owners."

PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees

The Company's Bylaws currently provide for a board of five directors.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the Company's five nominees named below, all of whom are currently
directors of the Company. In the event that any nominee of the Company is unable
or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for any substitute nominee who is designated by the
current Board of Directors to fill the vacancy. It is not expected that any
nominee listed below will be unable or will decline to serve as a director. In
the event that additional persons are nominated for election as directors, the
proxy holders intend to vote all proxies received by them in such a manner in
accordance with cumulative voting as will ensure the election of as many of the
nominees listed below as possible, and, in such event, the specific nominees to
be voted for will be determined by the proxy holders. In any event, the proxy
holders cannot vote for more than five persons. The term of office of each
person elected as a director will continue until the next Annual Meeting of
Shareholders or until his successor has been elected and qualified.

The names of the nominees, and certain information about them, are set
forth below.

Name Of Nominee Age(1) Principal Occupation Director Since
- ------------------------------- -------- ----------------------------------------- ----------------

Robert H. Swanson, Jr. ......... 61 Chairman and Chief Executive Officer of 1981
the Company
David S. Lee ................... 62 Chairman, Cortelco Systems Holding 1988
Corp.
Leo T. McCarthy ................ 69 President, The Daniel Group 1994
Richard M. Moley ............... 60 Former President and Chief Executive 1994
Officer, StrataCom, Inc.
Thomas S. Volpe ................ 48 General Partner, Volpe Brown Whelan & 1984
Company, LLC

<FN>
- ------------
(1) As of September 7, 1999
</FN>

There are no family relationships among the Company's directors and
executive officers.

Mr. Swanson, a founder of the Company, has served as Chairman and Chief
Executive Officer since April 1999. Prior to April 1999, Mr. Swanson served as
President and Chief Executive Officer. Mr. Swanson has served as a director of
the Company since its incorporation in September 1981. From August 1968 to July
1981, he was employed in various positions at National Semiconductor
Corporation, a manufacturer of integrated circuits, including Vice President and
General Manager of the Linear Integrated Circuit Operation and Managing Director
in Europe.

Mr. Lee is Chairman of the Board of Cortelco Systems Inc., Cortelco
Kellogg, Open Data Systems and Telmax Communications, and a Regent of the
University of California. Mr. Lee co-founded Qume Corporation in 1973 and served
as Executive Vice-President of Qume until it was acquired by ITT Corporation in
1978. After the acquisition, Mr. Lee held the positions of Executive Vice
President of ITT Qume until 1981, and President of ITT Qume through 1983. From
1983 to 1985, he served as Vice President of ITT and as Group Executive and
Chairman of its Business Information Systems Group. In 1985, he became President
and Chairman of Data Technology Corp. ("DTC"), and in 1988 DTC acquired and
merged with Qume. Currently, Mr. Lee is a member of the Board of Directors of
ACT Manufacturing Inc., Centigram Communications Corporation, and Daily Wellness
Co. Mr. Lee also serves as a board member of Directors of the California Chamber
of Commerce, as Commissioner of California Postsecondary Education Commission
and as President of Asian Cultural Teachings. Mr. Lee served as an adviser to
Presidents George Bush and Bill Clinton on the Advisory Committee on Trade
Policy and Negotiation (Office of the U.S. Trade Representative/Executive Office
of the President) and to Governor Pete Wilson on the California Economic
Development Corporation (CalEDC) and the Council on California Competitiveness.
Mr. Lee founded and served as Chairman of the Chinese Institute of Engineers,
the Asian American Manufacturers' Association and the Monte Jade Science and
Technology Association.

Mr. McCarthy has served since January 1995 as President of The Daniel
Group, a partnership engaged in real estate and stock investment opportunities
and international trade consultation. Mr. McCarthy retired from elective office
in 1994 after twelve years as Lieutenant Governor of the State of California.
His primary responsibility as Lieutenant Governor was to help businesses start
and grow through his role as chair of the California Commission for Economic
Development. Mr. McCarthy also serves on the Boards of two mutual funds, the
Parnassus Funds and Forward Funds.

Mr. Moley served as Chairman, President and Chief Executive Officer of
StrataCom, Inc., a network systems company, from June 1986 until its acquisition
by Cisco Systems, Inc., a provider of computer internetworking solutions, in
July 1996. Mr. Moley served as Senior Vice President of Cisco until August 1997,
when he became a consultant and private investor. Mr. Moley served in various
executive positions at ROLM Corporation, a telecommunications company, from 1973
to 1986, most recently as a Group Vice President. Prior to joining ROLM, he held
management positions in software development and marketing at Hewlett-Packard
Company. Mr. Moley serves as a director of CIDCO Incorporated, Netro and Echelon
Corporation.

Mr. Volpe is Chief Executive Officer of Volpe Brown Whelan & Company,
LLC (formerly Volpe, Welty & Company), a private investment banking and risk
capital firm. Until April 1986, he was President and Chief Executive Officer of
Hambrecht & Quist Incorporated, an investment banking firm with which he had
been affiliated since 1981.

Vote Required and Recommendation of Board of Directors

The five nominees receiving the highest number of affirmative votes of
the shares entitled to be voted shall be elected as directors. Votes withheld
will be counted for purposes of determining the presence or absence of a quorum
for the transaction of business at the meeting, but will not be counted as votes
cast in the election of directors.

THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR"
THE NOMINEES SET FORTH HEREIN.

PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected Ernst & Young LLP, independent
auditors, to audit the financial statements of the Company for the year ending
July 2, 2000, and recommends that the shareholders vote for ratification of such
appointment. In the event of a negative vote on such ratification, the Board of
Directors will reconsider its selection. Ernst & Young LLP has audited the
Company's financial statements since the fiscal year ended June 30, 1982.
Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting, will have the opportunity to make a statement and are expected to be
available to respond to appropriate questions from shareholders.

THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR"
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JULY 2, 2000.

INFORMATION CONCERNING BENEFICIAL SECURITY
OWNERSHIP, BOARD OF DIRECTORS
AND MANAGEMENT COMPENSATION

Security Ownership

The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's Common Stock as of the
Record Date, by (a) each beneficial owner of more than 5% of the Company's
Common Stock, (b) the Company's Chief Executive Officer and the Company's four
other most highly compensated executive officers during fiscal 1999
(collectively, the "Named Executive Officers"), (c) each director of the Company
and (d) all directors and executive officers of the Company as a group. Except
as otherwise indicated, each person has sole voting and investment power with
respect to all shares shown as beneficially owned, subject to community property
laws where applicable.

Shares Percentage
Beneficially Beneficially
Beneficial Owner Owned Owned
---------------- ----- -----

Janus Capital Corporation(1) ...................... 19,273,170 12.5%
100 Fillmore Street
Denver, CO 80206-4923

Putnam Investments, Inc.(2) ....................... 15,167,336 9.8%
One Post Office Square
Boston, MA 02109

FMR Corp.(3) ...................................... 14,646,690 9.5%
82 Devonshire Street
Boston, MA 02109

Robert H. Swanson, Jr.(4) ......................... 482,900 *
Robert C. Dobkin(5) ............................... 766,176 *
Clive B. Davies(6) ................................ 743,628 *
Paul Coghlan(7) ................................... 396,724 *
Hans J. Zapf(8) ................................... 228,500 *
Thomas S. Volpe(9) ................................ 88,000 *
David S. Lee(10) .................................. 48,000 *
Leo T. McCarthy(11) ............................... 93,000 *
Richard M. Moley(12) .............................. 64,000 *
All directors and executive officers as a
group (14 persons)(13) .......................... 3,193,628 2.0%

<FN>
- ------------
* Less than one percent of the outstanding Common Stock.
(1) As reported by Janus Capital Corporation ("Janus Capital") as of February
5, 1999. Includes 15,355,430 shares beneficially owned by Janus Fund. Janus
Capital and Janus Fund have shared voting power and shared dispositive
power with respect to the shares beneficially owned by Janus and Janus
Fund.
(2) As reported by Putnam Investments, Inc. as of February 18, 1999. Consists
of 14,830,736 shares held by Putnam Investment Management, Inc. ("PIM") and
336,600 shares held by The Putnam Advisory Company, Inc. ("PAC"), each a
registered investment advisor under the Investment Advisers Act of 1940.
PIM and PAC are deemed to be beneficial owners of the shares held by their
respective investment advisory clients. Putnam Investments, Inc. ("PI"), a
wholly owned subsidiary of Marsh & McLennan Companies, Inc. ("MMC"), is the
sole owner of PIM and PAC. PI and MMC disclaim the power to vote or dispose
of, or to direct the voting or disposition of, any of the securities owned
by PIM and PAC.

(3) As reported by Fidelity Management & Research Company ("FMRC") as of
September 7, 1999. Includes 13,290,610 shares beneficially owned by FMRC,
1,324,080 shares beneficially owned by Fidelity Management Trust Company,
and 32,000 shares beneficially owned by Fidelity International Limited. FMR
Corp. has sole voting power with respect to 1,356,080 shares and has sole
dispositive power with respect to the 14,646,690 shares.
(4) Includes 221,400 shares issued in the name of Robert H. Swanson, Jr. and
Sheila L. Swanson, Trustees of the Robert H. Swanson, Jr. and Sheila L.
Swanson Trust U/T/A dated May 27, 1976. Also includes 261,500 shares
issuable pursuant to options exercisable within 60 days of September 7,
1999.
(5) Includes 374,676 shares issued in the name of Robert C. Dobkin and Kathleen
C. Dobkin, Trustees of the Dobkin Family Trust U/D/T 9/16/91. Also includes
391,500 shares issuable pursuant to options exercisable within 60 days of
September 7, 1999.
(6) Includes 318,128 shares issued in the name of Clive B. Davies and Carol B.
Davies, Trustees of the Davies Living Trust 9/9/94. Also includes 425,500
shares issuable pursuant to options exercisable within 60 days of September
7, 1999.
(7) Includes 359,500 shares issuable pursuant to options exercisable within 60
days of September 7, 1999.
(8) Includes 200,500 shares issuable pursuant to options exercisable within 60
days of September 7, 1999.
(9) Consists of 88,000 shares issuable pursuant to options exercisable within
60 days of September 7, 1999.
(10) Consists of 48,000 shares issuable pursuant to options exercisable within
60 days of September 7, 1999.
(11) Consists of 93,000 shares issuable pursuant to options exercisable within
60 days of September 7, 1999.
(12) Consists of 64,000 shares issuable pursuant to options exercisable within
60 days of September 7, 1999.
(13) Includes 2,214,200 shares issuable pursuant to options exercisable within
60 days of September 7, 1999.
</FN>

Board Meetings And Committees

The Board of Directors of the Company held a total of four meetings
during the fiscal year ended June 27, 1999. No director attended fewer than 75%
of the meetings of the Board of Directors and the Board committees upon which
such director served. The Board of Directors has an Audit Committee and a
Compensation Committee. The Board of Directors has no nominating committee or
any committee performing similar functions.

The Audit Committee of the Board of Directors currently consists of
directors Lee, McCarthy, Moley and Volpe, and held a total of four meetings
during the last fiscal year. The Audit Committee recommends engagement of the
Company's independent auditors, and is primarily responsible for approving the
services performed by the Company's independent auditors and for reviewing and
evaluating the Company's accounting principles and its system of internal
accounting controls.

The Compensation Committee of the Board of Directors currently consists
of directors Lee, McCarthy, Moley and Volpe, and held a total of four meetings
during the last fiscal year. The Committee reviews and approves the Company's
executive compensation policy, including the salaries and target bonuses of the
Company's executive officers, and administers the Company's employee stock
plans.

Director Compensation

The Company currently pays each non-employee director an annual
retainer of $20,000 and a fee of $1,500 for each meeting of the Board of
Directors attended. Directors are generally eligible to receive options under
the Company's stock option plans.

Compensation Committee Interlocks and Insider Participation

The Company's Compensation Committee currently consists of directors
Lee, McCarthy, Moley and Volpe. No executive officer of the Company served on
the compensation committee of another entity or on any other committee of the
board of directors of another entity performing similar functions during the
last fiscal year.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file reports of ownership on Form 3 and of changes in ownership on Forms 4 or
5 with the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc. Executive officers, directors and ten percent
shareholders are also required by Commission rules to furnish the Company with
copies of all Section 16(a) forms they file.

Based solely upon its review of copies of such forms and amendments, if
any, received by the Company, or written representations from certain reporting
persons that no Forms 5 were required for such persons, the Company believes
that it has complied with all Section 16(a) filing requirements applicable to
its executive officers and directors during the year ended June 27, 1999, except
that Lothar Maier, the Company's Vice President and Chief Operating Officer,
reported the receipt of an option late and Timothy D. Cox, the Company's Vice
President of North American Sales, reported one sale of stock late.

Executive Officer Compensation

The following table sets forth all compensation received for services
rendered to the Company in all capacities, for the last three fiscal years ended
June 27, 1999, by the Named Executive Officers:

Summary Compensation Table

Long Term
Annual Compensation Compensation
------------------------------------------- -------------
Shares
Underlying All Other
Name and Principal Position Year Salary Bonus(1) Options(2) Compensation(3)
- --------------------------- ---- ---------- ---------- ---------- ---------------

Robert H. Swanson, Jr. ......................... 1999 $ 283,488 $1,340,347 100,000 $ 33,064
Chairman and Chief 1998 268,258 1,273,804 250,000 23,790
Executive Officer 1997 262,260 827,910 400,000 22,139

Clive B. Davies ................................ 1999 $ 253,615 $1,064,105 65,000 $ 22,576
President 1998 241,662 979,622 130,000 22,620
1997 224,315 641,303 200,000 21,083

Robert C. Dobkin ............................... 1999 $ 249,677 $ 853,018 45,000 $ 22,250
Vice President, Engineering 1998 237,717 908,210 190,000 22,172
and Chief Technical Officer 1997 220,683 610,080 300,000 20,372

Paul Coghlan ................................... 1999 $ 244,677 $ 881,256 35,000 $ 21,440
Vice President, Finance and 1998 232,833 861,497 90,000 21,820
Chief Financial Officer 1997 215,620 573,807 140,000 20,379

Hans J. Zapf ................................... 1999 $ 231,157(4) $ 431,455 25,000 $ 22,250
Vice President, 1998 218,827(4) 486,689 80,000 22,258
International Sales 1997 231,284(4) 359,278 140,000 20,352

<FN>
- ------------
(1) Includes cash profit sharing and cash bonuses earned for the fiscal year,
whether accrued or paid.
(2) All stock numbers reflect the two-for-one split of the Company's Common
Stock in February 1999.
(3) Includes insurance premiums paid by the Company under its life insurance
program. Also includes 401(k) profit sharing distributions earned during
the fiscal year.
(4) Includes sales commissions earned by Mr. Zapf for the fiscal year.
</FN>

Option Grants in Last Fiscal Year

The following table shows, as to the Named Executive Officers,
information concerning stock options granted during the year ended June 27,
1999.

Individual Grants
---------------------------------------------------------
Potential Realizable
Number of Percent of Value at
Securities Total Options Assumed Annual Rates of
Underlying Granted to Stock Price Appreciation for Option Term(3)
Options Employees in Exercise Price Expiration ---------------------------
Name Granted Fiscal Year(1) Per Share Date(2) 5% 10%
---- ------- -------------- --------- ------- -- ---

Robert H. Swanson, Jr. ........... 100,000 2.0% $ 56.3125 04/13/09 $3,541,463 $8,974,760
Clive B. Davies .................. 65,000 1.3 56.3125 04/13/09 2,301,951 5,833,594
Robert C. Dobkin ................. 45,000 0.9 56.3125 04/13/09 1,593,658 4,038,642
Paul Coghlan ..................... 35,000 0.7 56.3125 04/13/09 1,239,512 3,141,166
Hans J. Zapf ..................... 25,000 0.5 56.3125 04/13/09 885,366 2,243,690

<FN>
- ------------
(1) The Company granted to employees in fiscal 1999 options to purchase
4,976,000 shares of Common Stock.
(2) Options may terminate before their expiration upon the termination of
optionee's status as an employee, director or consultant, the optionee's
death or disability or an acquisition of the Company.
(3) Potential realizable value assumes that the stock price increases from the
date of grant until the end of the option term (10 years) at the annual
rate specified (5% and 10%). Annual compounding results in total
appreciation of approximately 63% (at 5% per year) and 159% (at 10% per
year). If the price per share of the Company's Common Stock were to
increase at such rates from the price at the date of the above
grants--$56.3125 per share--over the next 10 years, the resulting stock
price at 5% and 10% appreciation would be approximately $91.73 per share
and approximately $146.06 per share, respectively. The 5% and 10% assumed
annual rates of compounded stock price appreciation are mandated by rules
of the Securities and Exchange Commission and do not represent the
Company's estimate or projection of future stock price growth.
</FN>

Option Exercises And Holdings

The following table provides information with respect to option
exercises in fiscal 1999 by the Named Executive Officers and the value of such
officers' unexercised options at June 27, 1999.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

Number of Shares Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
Shares Fiscal Year-end Fiscal Year-end(3)
Acquired Value -------------------------------- ---------------------------
Name on Exercise(1) Realized(2) Exercisable(1) Unexercisable(1) Exercisable Unexercisable
---- -------------- ----------- -------------- ---------------- ----------- -------------

Robert H. Swanson, Jr. ............. 223,500 $ 8,992,091 186,500 500,000 $ 8,576,938 $17,706,250
Clive B. Davies .................... 120,000 5,920,001 386,000 269,000 20,136,375 9,082,688
Robert C. Dobkin ................... 40,000 1,805,938 338,000 347,000 16,895,375 13,181,188
Paul Coghlan ....................... 125,000 5,864,779 333,000 177,000 17,722,563 6,269,313
Hans J. Zapf ....................... 110,000 5,477,185 176,000 159,000 8,963,562 5,923,938

<FN>
- ------------
(1) All stock numbers reflect the two-for-one split of the Company's Common
Stock in February 1999.
(2) Market value of underlying securities on the exercise date, minus the
exercise price.
(3) Value is based on the last reported sale price of the Common Stock on the
Nasdaq National Market of $62.00 per share on June 25, 1999 (the last
trading day for fiscal 1999), minus the exercise price.
</FN>

PERFORMANCE GRAPH

The following graph shows a five-year comparison of cumulative total
shareholder return, calculated on a dividend reinvested basis, for Linear
Technology Corporation, the Nasdaq National Market and the Semiconductor
Subgroup of the S&P Electronics Index (the "Semiconductor Index"). The graph
assumes that $100 was invested in the Company's Common Stock, in the Nasdaq
National Market and in the Semiconductor Index on the last trading day of the
Company's 1994 fiscal year. Note that historic stock price performance is not
necessarily indicative of future stock price performance.

[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]

Jun-94 Jun-95 Jun-96 Jun-97 Jun-98 Jun-99
------ ------ ------ ------ ------ ------
Linear Technology Corporation 100 151 138 239 279 625
Nasdaq National Market 100 132 168 204 268 380
Semiconductor Index 100 189 173 324 328 567

COMPENSATION COMMITTEE REPORT

Introduction

The Compensation Committee of the Board of Directors (the "Committee")
is composed only of non-employee directors. It is responsible for reviewing and
recommending for approval by the Board of Directors the Company's compensation
practices, executive salary levels and variable compensation programs, both
cash-based and equity-based. The Committee generally determines base salary
levels for executive officers of the Company at or about the start of each
fiscal year and determines actual bonuses at the end of each six-month fiscal
period based upon Company and individual performance.

Compensation Philosophy

The Committee has adopted an executive pay-for-performance philosophy
covering all executive officers, including the Chief Executive Officer. This
philosophy emphasizes variable compensation in order to align executive
compensation with the Company's business objectives and performance and to
attract, retain and reward executives who contribute both to the short-term and
long-term success of the Company. Pay is sufficiently variable that
above-average performance results in above-average total compensation, and
below-average performance for the Company or the individual results in
below-average below-average performance for the Company or the individual
results in below-average total compensation. The focus is on corporate
performance and individual contributions toward that performance.

Compensation Program

The Company has a comprehensive compensation program which consists of
cash compensation, both fixed and variable, and equity-based compensation. The
program has four principal components, which are intended to attract, retain,
motivate and reward executives who are expected to manage both the short-term
and long-term success of the Company. These components are:

Cash-Based Compensation

Base Salary--Base salary is predicated on industry and peer
group comparisons and on performance judgments as to the past and
expected future contribution of the individual executive officer. In
general, salary increases are made based on median increases in
salaries for similar executives of similar-size companies in the high
technology industry.

Profit Sharing--Profit sharing payments are distributed
semi-annually to all employees, including executives, from a profit
sharing pool. The amount of the pool is largely determined by the
magnitude of sales and operating income for the six-month period. This
pool is distributed to all eligible employees based on the ratio of
their individual salary to total salaries for all employees. A portion
of this profit sharing is paid directly into a 401(k) retirement plan
for all employees.

Bonuses--The Company has a discretionary key employee
incentive pool pursuant to which executive officers and a limited
number of key employees may receive semi-annual cash bonuses. Targets
for sales growth and operating income as a percentage of sales
influence the size of the pool. Individual payments are made based on
the Company's achievement of these targets and upon the individual's
personal and departmental performance.

In 1996, the Company adopted a senior executive bonus plan to
facilitate, under Section 162(m) of the Internal Revenue Code, the federal
income tax deductibility of compensation paid to the Company's most highly
compensated executive officers. In fiscal 1999, the participants were Messrs.
Swanson, Davies, Dobkin and Coghlan. In fiscal 2000, the plan will include the
Chief Executive Officer and each of the Company's four other most highly
compensated executive officers.

Equity-Based Compensation

Stock Options--Stock options are granted periodically to
provide additional incentive to executives and other key employees to
work to maximize long-term total return to shareholders. The options
vest over a five-year period to encourage option holders to continue in
the employ of the Company. Over 37% of worldwide employees have
received stock options. In granting options, the Compensation Committee
takes into account the number of shares and outstanding options already
held by the individual.

Chief Executive Officer Compensation

The Committee uses the same factors and criteria described above for
compensation decisions regarding the Chief Executive Officer.

Compensation Limitations for Tax Purposes

The Committee has considered the potential impact of Section 162(m) of
the Internal Revenue Code adopted under the federal Revenue Reconciliation Act
of 1993. Section 162(m) generally disallows a tax deduction for any
publicly-held corporation for individual compensation exceeding $1 million in
any taxable year for any of the Named Officers, unless compensation is
performance-based. The Company's policy is to qualify, to the extent reasonable,
its executive officers' compensation for deductibility under applicable tax
laws. In fiscal 1997, the Company implemented the Senior Executive Bonus Plan in
order to qualify certain bonus payments to the Named Officers as
performance-based compensation under Section 162(m). The Committee believes that
the implementation of the Senior Executive Bonus Plan enables the Company to
compensate its executive officers in accordance with its pay-for-performance
philosophy while maximizing the deductibility of such compensation. However, the
Committee recognizes that the loss of a tax deduction may be necessary in some
circumstances.

Summary

The Committee believes that a fair and motivating compensation program
has played a critical role in the success of the Company. The Committee reviews
this program on an ongoing basis to evaluate its continued effectiveness.

Respectfully submitted by:

The Compensation Committee

David S. Lee
Thomas S. Volpe
Leo T. McCarthy
Richard M. Moley

OTHER MATTERS

The Company knows of no other matters to be submitted to the meeting.
If any other matters properly come before the meeting or any adjournment or
postponement thereof, it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they represent as the Board of Directors may
recommend.

BY ORDER OF THE BOARD OF DIRECTORS

Dated: September 24, 1999

APPENDIX A

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PROXY LINEAR TECHNOLOGY CORPORATION PROXY

1999 ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of Linear Technology Corporation, a
California corporation, hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement, each dated September 24, 1999 and
hereby appoints Robert H. Swanson, Jr. and Paul Coghlan, or either of them, as
attorneys-in-fact, each with full power, on behalf and in the name of the
undersigned, to represent the undersigned at the 1999 Annual Meeting of
Shareholders of Linear Technology Corporation to be held on November 3, 1999, at
3:00 p.m. local time, at the Company's principal executive offices, located at
720 Sycamore Drive, Milpitas, California 95035, and at any postponement or
adjournment thereof, and to vote all shares of Common Stock which the
undersigned would be entitled to vote if then and there personally present, on
the matters set forth on the reverse side, and, in their descretion, upon such
other matter or matters which may properly come before the meeting and any
adjournment thereof.

The proxy will be voted as directed or, if no contrary direction is
indicated, will be voted FOR the election of the specified nominees as
directors, FOR the ratification of the appointment of Ernst & Young LLP as
independent auditors, and as said proxies deem advisable on such other matters
as may properly come before the meeting.

(Continued, and to be signed on the other side)
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^ FOLD AND DETACH HERE ^

[X] Please mark
votes as
in this
example.

1. ELECTION OF DIRECTORS. FOR WITHHELD
NOMINEES: ALL FROM ALL
Robert H. Swanson, Jr.; NOMINEES NOMINEES
David S. Lee; Leo T. McCarthy; [ ] [ ]
Richard M. Moley; Thomas S. Volpe

INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name in the
space provided below.

[ ] _____________________________
For all nominees except
as noted above

2. Proposal to ratify the appointment of Ernst & FOR AGAINST ABSTAIN
Young LLP as the independent auditors of the [ ] [ ] [ ]
Company.

In their discretion, upon such other matter or
matters which may properly come before the
meeting and any postponement or adjournment
thereof.

THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO CONTRARY DIRECTIONS IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF THE SPECIFIED NOMINEES AS
DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS
AS MAY COME BEFORE THIS MEETING.

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW

___________________________________ [ ]

___________________________________

Signature(s) _____________________________________ Dated ____________________

This Proxy should be marked, dated, signed by the shareholders exactly as his or
her name appears hereon, and returned promptly in the enclosed envelope.

Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.

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^ FOLD AND DETACH HERE ^