ANALOG DEVICES INC — Director's Dealing 2009

Feb 18, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2009-02-17

Reporting Person: Zinsner David (Vice President, Finance & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-17	Non-Qualified Stock Option (right to buy)	$20	A	160000	Acquired	2019-02-17	Comm Stock-$.16-2/3 value (160000)	Direct
2009-02-17	Restricted Stock Unit (RSU)	$0	A	35000	Acquired		Comm Stock-$.16-2/3 value (35000)	Direct

Footnotes

F1: --This is a vesting schedule. 20% vests one, two, three, four and five years from grant date.

F2: 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.

F3: This award shall vest in five equal installments on the first, second, third, fourth and fifth anniversaries of the grant date.

F4: Not Applicable