ANALOG DEVICES INC — Director's Dealing 2008

Dec 16, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2008-12-15

Reporting Person: Matson William R (VP, Worldwide Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-15	Comm Stock-$.16-2/3 value	M	2000	—	Acquired	3365	Direct
2008-12-15	Comm Stock-$.16-2/3 value	F	635	$18.87	Disposed	2730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-15	Restricted Stock Unit (RSU)	$0	M	2000	Disposed		Comm Stock-$.16-2/3 value (2000)	Direct

Footnotes

F1: Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company. Notwithstanding, the Company may elect, in its sole discretion, to deliver cash in lieu of shares of common stock, in an amount equal to the closing price of the common stock on the NYSE on the vesting date.

F2: This award shall vest in five equal installments on the first, second, third, fourth and fifth anniversaries of the grant date.

F3: Not Applicable