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: FULLER SAMUEL H (VP, RESEARCH & DEVELOPMENT)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	14545	Acquired	2011-09-28	Comm Stock-$.16-2/3 value (14545)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	5882	Acquired	2011-09-28	Comm Stock-$.16-2/3 value (5882)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	1974	Acquired	2011-09-28	Comm Stock-$.16-2/3 value (1974)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	23333	Acquired	2014-09-28	Comm Stock-$.16-2/3 value (23333)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	16666	Acquired	2014-09-28	Comm Stock-$.16-2/3 value (16666)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	14000	Acquired	2014-09-28	Comm Stock-$.16-2/3 value (14000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	20000	Acquired	2016-09-28	Comm Stock-$.16-2/3 value (20000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$39.06	D	5431	Disposed	2011-07-18	Comm Stock-$.16-2/3 value (5431)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$44.5	D	50000	Disposed	2010-12-10	Comm Stock-$.16-2/3 value (50000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$41.05	D	40000	Disposed	2012-01-22	Comm Stock-$.16-2/3 value (40000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$39.44	D	25000	Disposed	2015-12-06	Comm Stock-$.16-2/3 value (25000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$45.27	D	35000	Disposed	2013-12-10	Comm Stock-$.16-2/3 value (35000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$37.7	D	35000	Disposed	2014-12-07	Comm Stock-$.16-2/3 value (35000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$33.41	D	25000	Disposed	2017-01-04	Comm Stock-$.16-2/3 value (25000)	Direct

Footnotes

F1: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on January 22, 2002, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 14,545 shares with an exercise price of $28.02 that vests on the first anniversary of the date of grant.

F2: On September 28, 2009, the issuer cancelled, pursuant to the issuer's stockholder approved option exchange program (the "Option Exchange"), an option granted to the reporting person on November 10,2000, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 5,882 shares with an exercise price of $28.02 that vests in full on the first anniversary of the date of grant.

F3: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on July 18, 2001, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 1,974 shares with an exercise price of $28.02 that vests in full on the first anniversary of the date of grant.

F4: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on December 7, 2004. In exchange for the cancelled option, the reporting person received an option for 23,333 shares with an exercise price of $28.02 that vests in three equal annual installments from the grant date.

F5: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on December 6, 2005. In exchange for the cancelled option, the reporting person received an option for 16,666 shares with an exercise price of $28.02 that vests in three equal annual installments from the grant date.

F6: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on December 10, 2003, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 14,000 shares with an exercise price of $28.02 that vests in three equal annual installments from the grant date.

F7: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on January 4, 2007. In exchange for the cancelled option, the reporting person received an option for 20,000 shares with an exercise price of $28.02 that vests in three equal annual installments from the grant date.

F8: This option vested in two equal installments on the first and second anniversary of the grant date.

F9: This option provided for vesting in three equal annual installments on the third, fourth and fifth anniversary of the grant date.

F10: This option provides for vesting in five equal annual installments on the first five anniversaries of the grant date.