SecProbe.io

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                                                               December 21, 2004

VIA FACSIMILE AND OVERNIGHT DELIVERY

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-1004

Attention: Daniel Gordon

         Re:      Linear Technology Corporation
                  Form 10-K for the Fiscal Year Ended June 27, 2004
                  File No. 1-14864

Ladies and Gentlemen:

         On behalf of Linear  Technology  Corporation (the "Company"),  I submit
this  letter  in  response  to  comments  from the Staff of the  Securities  and
Exchange  Commission  received by letter dated December 7, 2004, relating to the
Company's Form 10-K for the fiscal year ended June 27, 2004.

         In  this  letter,  I have  recited  the  comments  from  the  Staff  in
italicized,  bold  type and  have  followed  each  comment  with  the  Company's
response.  Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Company's Form 10-K.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations-Page 15

1.       We note on page 8 you briefly  reference a license agreement with Texas
         Instruments.  Supplementally  tell  us  and  revise  your  Management's
         Discussion and Analysis in future filings to provide additional details
         regarding this and any other similar material  agreements.  Discuss the
         significant  terms of the agreement  and how the agreement  will impact
         your  business  going  forward,  including  discussions  of any royalty
         payments that may be due under these agreements.

         Response:

         The  Company  supplementally  advises the Staff that in March of fiscal
         2003 the Company entered into a ten-year patent portfolio cross license
         agreement with Texas  Instruments,  Inc.  (TI).  Under the terms of the
         agreement,  the  Company  may use  TI's  patents  for  the  term of the
         agreement  and TI may use the  Company's  patents  for the  term of the
         agreement.  In addition,  the Company must pay TI a fixed  royalty on a
         quarterly  basis  for the term of the  agreement.  The  amount of $56.6
         million originally  capitalized  represents the ten-year  obligation of
         the  Company,  which is being  amortized  equitably  over the  ten-year
         period.  The  annual  amortization  expense  represents  roughly  1% of
         pre-tax income in fiscal 2004.

                                       1

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         The only  material  obligation of the Company under the TI Agreement is
         the obligation to pay the royalty.  This obligation is reflected on the
         Company's  balance  sheet,  and  the  accounting  treatment  of  the TI
         Agreement is disclosed  in the Footnote 3.  "Intangible  Assets" in the
         Company's Form 10-K. Accordingly,  the Company believes that additional
         disclosure is not necessary. Furthermore, the Company advises the Staff
         that it has from time-to-time  entered into similar agreements and thus
         considers  the  TI  Agreement  to be in  the  ordinary  course  of  its
         business.

         The  Company  accounted  for the  agreement  under  the  provisions  of
         Accounting   Principles  Board  Opinion  21  (APB  21),   "Interest  on
         Receivables  and Payables" and  Financial  Accounting  Standard No. 142
         (SFAS 142)  "Goodwill and Other  Intangible  Assets." Under APB 21, the
         Company valued the asset and  corresponding  liability by using the net
         present value of the fixed royalty payments. Under SFAS 142 the Company
         is amortizing the asset on a  straight-line  basis over the term of the
         agreement   because  the   license's   useful   life  is  finite.   The
         straight-line method was utilized as required by SFAS 142 because there
         was no more reliable method of amortization  that reflected the pattern
         in  which  the  economic  benefits  of the  intangible  asset  would be
         consumed. In addition,  the Company is amortizing the related liability
         using the effective  interest method.  The imputed interest  calculated
         using the effective  interest  method accounts for all of the Company's
         interest  expense  included  in  "interest  income,  net" on the Income
         Statement  and  disclosed in the MD&A. On a  going-forward  basis,  the
         impact  of the  agreement  will  continue  to be fixed  quarterly  cash
         payments made to TI,  amortization of the asset,  and imputed  interest
         expense through the term of the agreement.

         The  Company  respectfully  submits  to the Staff  that its  disclosure
         regarding  the TI  agreement  has been  adequate,  as the  amortization
         charge does not fluctuate from  period-to-period  and interest  expense
         changes  minimally,  and the quarterly  cash payments are immaterial to
         the Company's cashflows.

         The Company is not currently a party to any similar agreements that are
         material  to it, but  undertakes  to  disclose  in future  filings  the
         details of any other  material  agreements  that the  Company may enter
         into.

2.       Tell us more about the long-term  royalty  agreement you refer to under
         Interest  Income,  net,  on page 15.  Tell us how a  royalty  agreement
         impacts your interest  expense.  Support your accounting  for this with
         reference to appropriate accounting literature.

         Response:

         The Company  supplementally advises the Staff that the interest expense
         relating to the long-term  royalty agreement is the imputed interest on
         the  license  agreement  with TI  discussed  above in our  response  to
         Comment 1. In  response  to the Staff's  comment,  commencing  with the
         filing of the Company's  Form 10-Q for the three and six-month  periods
         ending January 2, 2005, the Company will refer to the interest  expense
         as the imputed interest on the Company's  long-term license  agreement.
         The Company's  response to Comment 1 provides details of the accounting
         literature  that it  relied  upon to  support  the  manner  in which it
         accounts for this agreement.

                                       2

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Critical Accounting Policies - Page 15

3.       Your critical account policy disclosures do not provide the information
         related to the underlying estimates and judgments required by FR-72 and
         SEC Release no. 33-8098.  The critical  accounting  policies discussion
         should  supplement,   not  duplicate,  the  description  of  accounting
         policies that are  disclosed in the notes to the financial  statements.
         While  accounting  policy notes in the financial  statements  generally
         describe  the  method  used  to  apply  an  accounting  principle,  the
         discussion  in  MD&A  should  present  a  company's   analysis  of  the
         uncertainties  involved in applying a principle at a given time. Please
         revise future filings to specifically address the following:

     a.  Provide information regarding how you arrived at the estimate;
     b.  How accurate the estimate or assumption has been in the past;
     c.  How much the estimate or assumption has changed in the past; and
     d.  Whether the estimate or assumption  is  reasonably  likely to change in
         the future.

         Response:

         In response to the Staff's  comment,  commencing with the filing of the
         Company's Form 10-Q for the three and six-month  periods ending January
         2, 2005, the Company will expand its disclosure with regard to critical
         accounting policies, as appropriate.

Consolidated Financial Statements

Note 1. Description of Business and Significant Accounting Policies

Segment Reporting-Page26

4.       Revise future filings to provide the disclosures  required by paragraph
         37 of SFAS 131, or  supplementally  tell us why you don't believe it is
         required.

         Response:

         Paragraph 37 of SFAS 131 provides that "an enterprise  shall report the
         revenues from  external  customers for each product and service or each
         group of products and services  unless it is  impracticable  to do so."
         The  Company  respectfully  submits  that it  currently  complies  with
         paragraph 37 of SFAS 131, as the Company  derives revenue from only one
         group of similar  products - analog (or  linear)  integrated  circuits.
         More  specifically,  the  Company  is an  electronics  company;  within
         electronics,  the Company  specializes in integrated  circuits  (IC's);
         within  IC's,  the Company  focuses  exclusively  on analog (or linear)
         IC's. The Company's business  activities consist entirely of designing,
         manufacturing and marketing analog IC's, as currently  disclosed in the
         "Business  Section"  in Item 1 of the  Company's  Form 10-K.  The World
         Semiconductor Trade Statistics Organization (WSTS), in concert with the
         Semiconductor  Industry  Association  (SIA),  separates the IC industry
         into the following distinct product categories: analog, microprocessors
         and controllers, logic, and memory, of which analog is the smallest. As
         the  Company   operates   solely  within  the  analog  segment  of  the
         semiconductor  industry,  it believes that it has adequately  fulfilled
         the  disclosure  requirements  of  paragraph  37 as it operates  solely
         within the analog segment of the semiconductor  industry.  In addition,
         given the similarity of products and  end-markets  within the analog IC
         segment,  the Company believes that further  disaggregation of revenues
         within the analog IC segment would not be meaningful.

                                       3

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5.       We note on page 10 that you appear to have managers of three  different
         product  groups.  Supplementally  tell us why you believe you have only
         one  segment,  considering  the  guidance  of SFAS 131.  Supplementally
         provide details of the information  that your chief operating  decision
         maker reviews in making decisions  regarding resource allocation and in
         assessing performance.

         Response:

         As noted in the  Company's  response to Comment 4, the Company  derives
         revenue  from only one group of similar  products  - analog  integrated
         circuits. The Company supplementally advises the Staff that the Company
         has created  four  different  product  design  groups for  research and
         development  purposes  only,  as explained in more detail  below.  Once
         products pass the research and  development  stage,  they are no longer
         tracked   separately  nor  are  they  distinguished  by  these  product
         categories  for  operational or management  purposes.  Reports that the
         Company may prepare  relating to its product design groups are not used
         by the  Company's  Chief  Operating  Decision  Maker,  as such  term is
         defined in SFAS 131,  to make  decisions  about the  allocation  of the
         Company's  resources  or to assess  performance.  As such,  the Company
         believes its segment disclosures are consistent with the objectives and
         basic principles of SFAS 131.

         More  specifically,  subsection  (a) of paragraph 10 of SFAS 131 states
         the following (in italics):

         10.      An operating segment is a component of an enterprise:

         a.       That  engages in  business  activities  from which it may earn
                  revenues and incur expenses  (including  revenues and expenses
                  relating to  transactions  with other  components  of the same
                  enterprise) and,

         The Company's only business is designing,  manufacturing  and marketing
         analog IC's.  Although the Company has four analog design groups (Power
         Management,  Signal  Conditioning,  Mixed  Signal and High  Frequency),
         these  groups  focus  on new  product  design.  Accordingly,  only  the
         Company's  research  and  development  employees  are included in these
         design  groups.  There are slight  technical  variations  amongst these
         product   groups,   which  are   generally   separated  by   end-market
         application,  although  often  these  end-markets  overlap.  Since  the
         Company is essentially a technology company,  Vice-Presidents  lead the
         product selection (end-market application) and R&D design efforts only.
         However,  the  Vice-Presidents  of the  Company's  design groups do not
         manage the  Company's  manufacturing  operations  or sales  force.  The
         employees of the  Company's  manufacturing  operations  and sales force
         instead report to different  executives who have responsibility for all
         products (without distinguishing which design groups they come from).

         In addition,  subsection  (b) of Paragraph 10 states the  following (in
         italics):

                                       4
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         b.       Whose  operating   results  are  regularly   reviewed  by  the
                  enterprise's  chief operating decision maker to make decisions
                  about  resources to be allocated to the segment and assess its
                  performance, and

         The method for determining  operating  segments under SFAS 131 is often
         referred  to as the  "management  approach."  Paragraph  4 of SFAS  131
         states  that  the  management  approach  is  based  on  "the  way  that
         management  organizes  the segments  within the  enterprise  for making
         operating  decisions and assessing  performance."  In other words,  the
         focus of the management  approach is on the  operational  and financial
         information that an enterprise's  decision makers use to make decisions
         about the enterprise's operations.

         The Company  identified its Chief Executive  Officer (CEO) as its Chief
         Operating Decision Maker (CODM) as defined by SFAS 131.

         The CODM uses the Company's  overall financial results of operations to
         evaluate  the  Company's  performance  and  to  allocate  resources  as
         necessary. For example, the Company's bonus and profit sharing programs
         are allocated based on individual and overall Company performance only.
         As such,  the  Company's  current  practice of reporting the results of
         operations in one reportable  segment  complies with  subsection (b) of
         Paragraph 10 as it reflects how the Company is managed.

         In  assessing  the  Company's  performance  as  part  of the  Company's
         quarterly  close  procedures  the CODM analyzes the Company's  detailed
         results of operations as follows:

         o     By factory spending: The CODM reviews the spending and absorption
               at each of the  Company's  manufacturing  facilities  located  in
               Hillview, California; Camas, Washington; Singapore and Malaysia
         o     By natural  class:  The CODM  reviews the  Company's  expenses by
               Natural   Class   (Labor,    Depreciation,    Outside   Services,
               Advertising, etc.)
         o     By headcount: The CODM reviews the Company's headcount by Cost of
               Goods Sol