ANALOG DEVICES INC — Director's Dealing 2009

Sep 30, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2009-09-28

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	32000	Acquired	2016-09-28	Comm Stock-$.16-2/3 value (32000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$32.59	D	40000	Disposed	2016-12-15	Comm Stock-$.16-2/3 value (40000)	Direct

Footnotes

F1: On September 28, 2009, the issuer cancelled, pursuant to the issuer?s stockholder approved option exchange program, an option granted to the reporting person on December 15, 2006. In exchange for the cancelled option, the reporting person received an option for 32,000 shares with an exercise price of $28.02 that vests in three equal annual installments from the grant date.

F2: This option provides for vesting in five equal annual installments on the first five anniversaries of the grant date.

F3: On September 28, 2009, the issuer cancelled, pursuant to the issuer's stockholder approved option exchange program, an option granted to the reporting person on December 15, 2006. In exchange for the cancelled option, the reporting person received an option for 32,000 shares with an exercise price of $28.02 that vests in three equal annual installments from the grant date.