ANALOG DEVICES INC — Director's Dealing 2004

Dec 9, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2004-12-07

Reporting Person: GIUDICE WILLIAM (VP & GEN MGR, MCRO PROD DIV)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-07	Non-Qualified Stock Option (right to buy)	$37.70	A	65000	Acquired	2014-12-07	Comm Stock-$.16-2/3 value (65000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Comm Stock-$.16-2/3 value	30	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$23.74	2013-02-03	Comm Stock-$.16-2/3 value (93000)	93000	Direct
Non-Qualified Stock Option (right to buy)	$37.38	2013-06-02	Comm Stock-$.16-2/3 value (669)	669	Direct
Non-Qualified Stock Option (right to buy)	$45.27	2013-12-10	Comm Stock-$.16-2/3 value (45000)	45000	Direct

Footnotes

F1: This is a vesting schedule. 33.33% vests three, four and five years from grant date.

F2: This is a vesting schedule. 20% vests one, two, three, four and five years from grant date.

F3: This is a vesting schedule. 100% vests two years from grant date.