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: SEIF MARGARET K (VP, General Counsel, Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	13333	Acquired	2014-09-28	Comm Stock-$.16-2/3 value (13333)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	24000	Acquired	2016-09-28	Comm Stock-$.16-2/3 value (24000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$38.83	D	20000	Disposed	2016-02-15	Comm Stock-$.16-2/3 value (20000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$33.41	D	30000	Disposed	2017-01-04	Comm Stock-$.16-2/3 value (30000)	Direct

Footnotes

F1: The option vests in three equal annual installments from the grant date.

F2: 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 February 15, 2006. In exchange, the reporting person received an option for 13,333 shares with an exercise price of $28.02.

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 January 4, 2007, which provided for vesting in five equal annual installments from the grant date. In exchange for the cancelled option, the reporting person received an option for 24,000 shares with an exercise price of $28.02.

F4: This option provides for vesting in five equal annual installments on the first five anniversaries of the grant date.