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ANALOG DEVICES INC Director's Dealing 2006

Jun 3, 2006

29843_dirs_2006-06-02_91d357b4-3af0-4604-ac96-bb8f578f7a4f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2006-06-01

Reporting Person: MCDONOUGH JOSEPH E (VP, FINANCE & CFO)

Holdings (Non-Derivative)

Security Shares Ownership
Comm Stock-$.16-2/3 value 3756 Direct
Comm Stock-$.16-2/3 value 1375 Indirect
Comm Stock-$.16-2/3 value 1375 Indirect
Comm Stock-$.16-2/3 value - 401(k) 5931 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
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
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) $39.06 2011-07-18 Comm Stock-$.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) $19.89 2012-09-24 Comm Stock-$.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) $37.70 2014-12-07 Comm Stock-$.16-2/3 value (65000) 65000 Direct
Non-Qualified Stock Option (right to buy) $39.44 2015-12-06 Comm Stock-$.16-2/3 value (50000) 50000 Direct

Footnotes

F1: 674 shares acquired through ADI ESPP purchase.

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

F3: This is a vesting schedule. 33.33% vests three, four and five years from grant date.

F4: This is a vesting schedule. 100% vests two years from grant date.

F5: This is a vesting schedule. 50% vests one and two years from grant date.

F6: This is a vesting schedule. 25% vests two, three, four and five years from grant date.

F7: This is a vesting schedule. 20% vests one and two years from grant date, and 60% vests three years from grant date.