ANALOG DEVICES INC — Director's Dealing 2003

Dec 15, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2003-12-12

Reporting Person: MCDONOUGH JOSEPH E (VP, CHIEF FINAN OFCR - FINANCE)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-12	Comm Stock-$.16-2/3 value	G	900	—	Disposed	3518	Direct
2003-12-12	Comm Stock-$.16-2/3 value	G	1630	—	Disposed	1888	Direct
2003-12-12	Comm Stock-$.16-2/3 value	G	450	—	Acquired	1375	Indirect
2003-12-12	Comm Stock-$.16-2/3 value	G	450	—	Acquired	1375	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Comm Stock-$.16-2/3 value-401K	5709	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$39.06	2011-07-18	Comm Stock-$.16-2/3 value (6052)	6052	Direct
Non-Qualified Stock Option (right to buy)	$41.05	2012-01-22	Comm Stock-$.16-2/3 value (80000)	80000	Direct
Non-Qualified Stock Option (right to buy)	$45.90	2011-06-01	Comm Stock-$.16-2/3 value (545)	545	Direct
Non-Qualified Stock Option (right to buy)	$19.89	2012-09-24	Comm Stock-$.16-2/3 value (80000)	80000	Direct
Non-Qualified Stock Option (right to buy)	$45.27	2013-12-10	Comm Stock-$.16-2/3 value (65000)	65000	Direct
Non-Qualified Stock Option (right to buy)	$7.38	2007-12-16	Comm Stock-$.16-2/3 value (25000)	25000	Direct
Non-Qualified Stock Option (right to buy)	$28.75	2009-11-30	Comm Stock-$.16-2/3 value (110000)	110000	Direct
Non-Qualified Stock Option (right to buy)	$44.50	2010-11-10	Comm Stock-$.16-2/3 value (90000)	90000	Direct

Footnotes

F1: During the reporting period, Mr. McDonough donated shares to educational institutions and gifted shares to his daughters.

F2: The number of shares being held in the reporting person's 401K account has been determined by dividing the participant's unit value in the fund by the value of the issuer's stock.