EXHIBIT 4.1



                          LINEAR TECHNOLOGY CORPORATION

                       2001 NONSTATUTORY STOCK OPTION PLAN

1.       Purposes of the Plan.  The purposes of this  Nonstatutory  Stock Option
Plan are:

         o     to attract and retain the best available  personnel for positions
               of substantial responsibility,

         o     to provide additional incentive to Employees and Consultants, and

         o     to promote the success of the Company's business.

         Options granted under the Plan will be Nonstatutory Stock Options.

2.       Definitions.  As used herein, the following definitions shall apply:

         (a)"Administrator" means the Board or any of its Committees as shall be
administering the Plan, in accordance with Section 4 of the Plan.

         (b)  "Applicable   Laws"  means  the   requirements   relating  to  the
administration  of stock  option plans under U.S.  state  corporate  laws,  U.S.
federal and state  securities  laws,  the Code,  any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable  laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.

         (c) "Board" means the Board of Directors of the Company.

         (d) "Code" means the Internal Revenue Code of 1986, as amended.

         (e) "Committee"  means a committee of Directors  appointed by the Board
in accordance with Section 4 of the Plan.

         (f) "Common Stock" means the Common Stock of the Company.

         (g)  "Company"  means  Linear   Technology   Corporation,   a  Delaware
corporation.

         (h) "Consultant" means any person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services to such entity.

         (i) "Director" means a member of the Board.

         (j)  "Disability"  means total and  permanent  disability as defined in
Section 22(e)(3) of the Code.


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         (k) "Employee"  means any person  employed by the Company or any Parent
or  Subsidiary  of the  Company.  A  Service  Provider  shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or (ii)
transfers between  locations of the Company or between the Company,  its Parent,
any Subsidiary, or any successor. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute  "employment" by
the Company.

         (l)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

         (m) "Fair  Market  Value"  means,  as of any date,  the value of Common
Stock determined as follows:

                  (i) If the  Common  Stock is listed on any  established  stock
exchange or a national market system,  including  without  limitation the Nasdaq
National Market or The Nasdaq  SmallCap  Market of The Nasdaq Stock Market,  its
Fair  Market  Value  shall be the  closing  sales  price for such  stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of  determination,  as reported in
The  Wall  Street  Journal  or such  other  source  as the  Administrator  deems
reliable;

                  (ii) If the Common Stock is  regularly  quoted by a recognized
securities dealer but selling prices are not reported,  the Fair Market Value of
a Share of Common  Stock  shall be the mean  between  the high bid and low asked
prices for the Common  Stock on the last market  trading day prior to the day of
determination,  as reported in The Wall Street  Journal or such other  source as
the Administrator deems reliable;

                  (iii) In the absence of an  established  market for the Common
Stock,  the  Fair  Market  Value  shall  be  determined  in  good  faith  by the
Administrator.

         (n) "Notice of Grant" means a written or electronic  notice  evidencing
certain terms and conditions of an individual  Option grant. The Notice of Grant
is part of the Option Agreement.

         (o) "Officer"  means any Employee who holds office at the level of Vice
President or above.

         (p) "Option" means a nonstatutory  stock option granted pursuant to the
Plan,  that is not intended to qualify as an incentive  stock option  within the
meaning of Section 422 of the Code and the regulations promulgated thereunder.

         (q) "Option  Agreement"  means an agreement  between the Company and an
Optionee  evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.

         (r)  "Option  Exchange  Program"  means a program  whereby  outstanding
options are surrendered in exchange for options with a lower exercise price.

         (s) "Optioned Stock" means the Common Stock subject to an Option.

         (t) "Optionee" means the holder of an outstanding  Option granted under
the Plan.


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         (u)  "Parent"  means a "parent  corporation,"  whether now or hereafter
existing, as defined in Section 424(e) of the Code.

         (v) "Plan" means this 2001 Nonstatutory Stock Option Plan.

         (w) "Service Provider" means an Employee or Consultant.

         (x)  "Share"  means  a  share  of the  Common  Stock,  as  adjusted  in
accordance with Section 12 of the Plan.

         (y)  "Subsidiary"  means a  "subsidiary  corporation,"  whether  now or
hereafter existing, as defined in Section 424(f) of the Code.

3.       Stock Subject to the Plan.  Subject to the  provisions of Section 12 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is 15,000,000 Shares. The Shares may be authorized, but unissued,
or reacquired Common Stock.

         If an Option  expires  or becomes  unexercisable  without  having  been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased  Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated).

4.       Administration of the Plan.

         (a) Administration.  The Plan shall be administered by (i) the Board or
(ii) a Committee,  which  committee  shall be constituted to satisfy  Applicable
Laws.

         (b) Powers of the Administrator. Subject to the provisions of the Plan,
and in the case of a Committee,  subject to the specific duties delegated by the
Board to such  Committee,  the  Administrator  shall have the authority,  in its
discretion:

                  (i) to determine the Fair Market Value of the Common Stock;

                  (ii) to select the Service  Providers  to whom  Options may be
granted hereunder;

                  (iii) to  determine  whether  and to what  extent  Options are
granted hereunder;

                  (iv) to  determine  the number of shares of Common Stock to be
covered by each Option granted hereunder;

                  (v) to approve forms of agreement for use under the Plan;

                  (vi) to determine the terms and conditions,  not  inconsistent
with the  terms of the Plan,  of any award  granted  hereunder.  Such  terms and
conditions  include,  but are not limited to, the  exercise  price,  the time or
times  when  Options  may be  exercised  (which  may  be  based  on  performance
criteria),  any vesting acceleration or waiver of forfeiture  restrictions,  and
any restriction or limitation regarding any Option or the shares of Common Stock
relating thereto,  based in each case on such factors as the  Administrator,  in
its sole discretion, shall determine;


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                  (vii) to reduce the  exercise  price of any Option to the then
current Fair Market  Value if the Fair Market Value of the Common Stock  covered
by such Option shall have declined since the date the Option was granted;

                  (viii) to institute an Option Exchange Program;

                  (ix) to  construe  and  interpret  the  terms  of the Plan and
awards granted pursuant to the Plan;

                  (x) to  prescribe,  amend and  rescind  rules and  regulations
relating to the Plan,  including  rules and  regulations  relating to  sub-plans
established for the purpose of satisfying applicable foreign laws;

                  (xi) to modify or amend each Option  (subject to Section 14(b)
of  the   Plan),   including   the   discretionary   authority   to  extend  the
post-termination  exercisability  period of  Options  longer  than is  otherwise
provided for in the Plan;

                  (xii) to  authorize  any  person to  execute  on behalf of the
Company  any  instrument  required  to effect the grant of an Option  previously
granted by the Administrator;

                  (xiii) to determine the terms and  restrictions  applicable to
Options;

                  (xiv)  to  allow   Optionees   to  satisfy   withholding   tax
obligations  by  electing  to have the  Company  withhold  from the Shares to be
issued upon  exercise  of an Option  that number of Shares  having a Fair Market
Value equal to the minimum amount required to be withheld. The Fair Market Value
of the Shares to be withheld  shall be determined on the date that the amount of
tax to be withheld is to be  determined.  All  elections  by an Optionee to have
Shares  withheld  for this  purpose  shall be made in such form and  under  such
conditions as the Administrator may deem necessary or advisable; and

                  (xv) to make all  other  determinations  deemed  necessary  or
advisable for administering the Plan.

         (c) Effect of Administrator's Decision. The Administrator's  decisions,
determinations and  interpretations  shall be final and binding on all Optionees
and any other holders of Options.

5.       Eligibility.  Options  may be granted to Service  Providers;  provided,
however,  that  notwithstanding  anything to the contrary contained in the Plan,
Options may not be granted to Officers and Directors.

6.       Limitation.  Neither  the  Plan nor any  Option  shall  confer  upon an
Optionee any right with respect to continuing the Optionee's  relationship  as a
Service Provider with the Company,  nor shall they interfere in any way with the
Optionee's  right or the Company's  right to terminate such  relationship at any
time, with or without cause.

7.       Term of Plan. The Plan shall become  effective upon its adoption by the
Board. It shall continue in effect for ten (10) years,  unless sooner terminated
under Section 14 of the Plan.

8.       Term of Option.  The term of each Option  shall be stated in the Option
Agreement.


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9.       Option Exercise Price and Consideration.

         (a) Exercise  Price.  The per share exercise price for the Shares to be
issued pursuant to exercise of an
Option shall be determined by the Administrator.

         (b)  Waiting  Period  and  Exercise  Dates.  At the time an  Option  is
granted,  the Administrator  shall fix the period within which the Option may be
exercised and shall determine any conditions  which must be satisfied before the
Option may be exercised.

         (c)  Form of  Consideration.  The  Administrator  shall  determine  the
acceptable form of consideration for exercising an Option,  including the method
of payment. Such consideration may consist entirely of:

                  (i) cash;

                  (ii) check;

                  (iii) promissory note;

                  (iv) other Shares,  provided Shares acquired from the Company,
(A) have been owned by the  Optionee for more than six (6) months on the date of
surrender,  and (B) have a Fair Market Value on the date of  surrender  equal to
the  aggregate  exercise  price of the Shares as to which said  Option  shall be
exercised;

                  (v)  consideration  received by the  Company  under a cashless
exercise program implemented by the Company in connection with the Plan;

                  (vi) a reduction in the amount of any Company liability to the
Optionee,  including any liability attributable to the Optionee's  participation
in any Company-sponsored deferred compensation program or arrangement;

                  (vii) such other  consideration  and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws; or

                  (viii) any combination of the foregoing methods of payment.

10.      Exercise of Option.

         (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder  shall be  exercisable  according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in the Option  Agreement.  An Option may not be  exercised  for a fraction  of a
Share.

         An Option  shall be deemed  exercised  when the Company  receives:  (i)
written  or  electronic  notice  of  exercise  (in  accordance  with the  Option
Agreement)  from the person  entitled  to  exercise  the  Option,  and (ii) full
payment  for the Shares  with  respect to which the  Option is  exercised.  Full
payment may consist of any consideration and method of payment authorized by the
Administrator  and permitted by the Option Agreement and the Plan. Shares issued
upon  exercise of an Option  shall be issued in the name of the  Optionee or, if
requested  by the  Optionee,  in the name of the Optionee and his or her spouse.
Until the


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Shares are issued (as  evidenced  by the  appropriate  entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive  dividends  or any other  rights as a  shareholder  shall  exist with
respect to the Optioned Stock,  notwithstanding  the exercise of the Option. The
Company  shall  issue (or cause to be issued)  such  Shares  promptly  after the
Option is exercised.  No  adjustment  will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued,  except as
provided in Section 12 of the Plan.

         Exercising an Option in any manner shall  decrease the number of Shares
thereafter  available,  both for  purposes  of the Plan and for sale  under  the
Option,  by the  number  of Shares as to which  the  Option  is  exercised.


         (b) Termination of Relationship as a Service  Provider.  If an Optionee
ceases  to be a  Service  Provider,  other  than  upon the  Optionee's  death or
Disability,  the Optionee  may exercise his or her Option,  but only within such
period of time as is specified in the Option  Agreement,  and only to the extent
that the Option is vested on the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the Option Agreement).
In the absence of a specified  time in the Option  Agreement,  the Option  shall
remain  exercisable for three (3) months  following the Optionee's  termination.
If, on the date of  termination,  the  Optionee  is not  vested as to his or her
entire Option,  the Shares  covered by the unvested  portion of the Option shall
revert to the Plan. If, after termination, the Optionee does not exercise his or
her Option  within the time  specified  by the  Administrator,  the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

         (c)  Disability  of  Optionee.  If an  Optionee  ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her  Option  within  such  period  of  time  as is  specified  in the  Option
Agreement, to the extent the Option is vested on the date of termination (but in
no event  later than the  expiration  of the term of such Option as set forth in
the  Option  Agreement).  In the  absence  of a  specified  time  in the  Option
Agreement,  the Option shall remain exercisable for twelve (12) months following
the Optionee's termination.  If, on the date of termination, the Optionee is not
vested as to his or her  entire  Option,  the  Shares  covered  by the  unvested
portion of the Option  shall  revert to the Plan.  If,  after  termination,  the
Optionee does not exercise his or her Option within the time  specified  herein,
the Option shall  terminate,  and the Shares covered by such Option shall revert
to the Plan.

         (d) Death of Optionee.  If an Optionee  dies while a Service  Provider,
the Option may be  exercised  within such period of time as is  specified in the
Option  Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant),  by the  Optionee's  estate or by a
person who acquires the right to exercise the Option by bequest or  inheritance,
but only to the extent  that the  Option is vested on the date of death.  In the
absence of a specified  time in the Option  Agreement,  the Option  shall remain
exercisable for twelve (12) months following the Optionee's termination.  If, at
the time of death,  the  Optionee is not vested as to his or her entire  Option,
the Shares  covered by the  unvested  portion  of the Option  shall  immediately
revert to the Plan. The Option may be exercised by the executor or administrator
of the Optionee's estate or, if none, by the person(s)  entitled to exercise the
Option under the Optionee's will or the laws of descent or distribution.  If the
Option is not so exercised  within the time specified  herein,  the Option shall
terminate,  and the Shares  covered by such Option shall revert to the Plan.


11.      Non-Transferability  of Options.  Unless  determined  otherwise  by the
Administrator,  an  Option  may not be sold,  pledged,  assigned,  hypothecated,
transferred,  or disposed of in any manner  other than by will or by the laws of
descent  or  distribution  and may be  exercised,  during  the  lifetime  of the
Optionee,   only  by  the  Optionee.   If  the  Administrator  makes  an  Option
transferable,  such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.


<PAGE>


12.      Adjustments  Upon  Changes in  Capitalization,  Dissolution,  Merger or
Asset Sale.

         (a) Changes in  Capitalization.  Subject to any required  action by the
shareholders  of the Company,  the number of shares of Common  Stock  covered by
each  outstanding  Option,  and the number of shares of Common  Stock which have
been  authorized for issuance under the Plan but as to which no Options have yet
been  granted  or which  have been  returned  to the Plan upon  cancellation  or
expiration of an Option,  as well as the price per share of Common Stock covered
by each such  outstanding  Option,  shall be  proportionately  adjusted  for any
increase or decrease in the number of issued  shares of Common  Stock  resulting
from a  stock  split,  reverse  stock  split,  stock  dividend,  combination  or
reclassification  of the Common Stock,  or any other increase or decrease in the
number  of  issued  shares  of  Common  Stock   effected   without   receipt  of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of  consideration."  Such adjustment shall be made by the Board,
whose  determination  in that respect  shall be final,  binding and  conclusive.
Except as  expressly  provided  herein,  no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

         (b)  Dissolution  or   Liquidation.   In  the  event  of  the  proposed
dissolution or liquidation of the Company,  the Administrator  shall notify each
Optionee as soon as  practicable  prior to the  effective  date of such proposed
transaction.  The Administrator in its discretion may provide for an Optionee to
have the right to exercise  his or her Option  until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the  Option  would not  otherwise  be  exercisable.  In  addition,  the
Administrator  may provide that any Company  repurchase option applicable to any
Shares  purchased  upon exercise of an Option shall lapse as to all such Shares,
provided the proposed  dissolution or liquidation takes place at the time and in
the manner contemplated.  To the extent it has not been previously exercised, an
Option will terminate  immediately  prior to the  consummation  of such proposed
action.

         (c) Merger or Asset Sale.  In the event of a merger of the Company with
or into another  corporation,  or the sale of substantially all of the assets of
the Company, each outstanding Option shall be assumed or an equivalent option or
right substituted by the successor  corporation or a Parent or Subsidiary of the
successor  corporation.  In the event that the successor  corporation refuses to
assume or substitute  for the Option,  the Optionee shall fully vest in and have
the right to  exercise  the Option as to all of the  Optioned  Stock,  including
Shares as to which it would not otherwise be vested or exercisable. If an Option
becomes fully vested and  exercisable in lieu of assumption or  substitution  in
the event of a merger or sale of  assets,  the  Administrator  shall  notify the
Optionee in writing or electronically  that the Option shall be fully vested and
exercisable  for a period of thirty (30) days from the date of such notice,  and
the Option shall terminate upon the expiration of such period.  For the purposes
of this  paragraph,  the Option shall be  considered  assumed if,  following the
merger or sale of assets,  the option or right  confers the right to purchase or
receive,  for each Share of Optioned Stock,  immediately  prior to the merger or
sale of assets,  the consideration  (whether stock, cash, or other securities or
property)  received  in the merger or sale of assets by holders of Common  Stock
for each Share held on the  effective  date of the  transaction  (and if holders
were offered a choice of consideration,  the type of consideration chosen by the
holders of a majority of the outstanding  Shares);  provided,  however,  that if
such consideration received in the merger or sale of assets is not solely common
stock of the successor  corporation or its Parent,  the Administrator  may, with
the consent of the successor  corporation,  provide for the  consideration to be
received upon the exercise of the Option, for each Share of Optioned Stock to be
solely  common stock of the  successor  corporation  or its Parent equal in fair
market value to the per share consideration  received by holders of Common Stock
in the merger or sale of assets.


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13.      Date of  Grant.  The date of  grant  of an  Option  shall  be,  for all
purposes,  the date on which the Administrator makes the determination  granting
such Option,  or such other later date as is  determined  by the  Administrator.
Notice  of the  determination  shall  be  provided  to each  Optionee  within  a
reasonable time after the date of such grant.


14.      Amendment and Termination of the Plan.

         (a) Amendment and Termination.  The Board may at any time amend, alter,
suspend or terminate the Plan.

         (b) Effect of  Amendment  or  Termination.  No  amendment,  alteration,
suspension or  termination  of the Plan shall impair the rights of any Optionee,
unless mutually  agreed  otherwise  between the Optionee and the  Administrator,
which  agreement  must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers  granted to it hereunder  with respect to options  granted  under the
Plan prior to the date of such termination.


15.      Conditions Upon Issuance of Shares.

         (a)  Legal  Compliance.  Shares  shall not be  issued  pursuant  to the
exercise of an Option  unless the  exercise of such Option and the  issuance and
delivery of such Shares shall comply with  Applicable  Laws and shall be further
subject  to the  approval  of  counsel  for the  Company  with  respect  to such
compliance.

         (b)  Investment  Representations.  As a condition to the exercise of an
Option the Company may require the person  exercising  such Option to  represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company,  such a representation  is
required.

16.      Inability to Obtain  Authority.  The inability of the Company to obtain
authority  from any  regulatory  body having  jurisdiction,  which  authority is
deemed by the Company's  counsel to be necessary to the lawful issuance and sale
of any Shares  hereunder,  shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

17.      Reservation of Shares. The Company,  during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.