ANALOG DEVICES INC — Director's Dealing 2010

Dec 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2010-12-28

Reporting Person: MCADAM ROBERT P (VP, CORE PRDCTS & TECHNLGY GRP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-28	Comm Stock-$.16-2/3 value	M	80000.0000	$19.8900	Acquired	266601.0000	Direct
2010-12-28	Comm Stock-$.16-2/3 value	S	7423.0000	$37.5900	Disposed	259178.0000	Direct
2010-12-28	Comm Stock-$.16-2/3 value	S	72577.0000	$37.8400	Disposed	186601.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-28	Non-Qualified Stock Option (right to buy)	$19.8900	M	80000.0000	Disposed	2012-09-24	Comm Stock-$.16-2/3 value (80000.0000)	Direct

Footnotes

F1: These shares were disposed of in multiple transactions on December 28, 2010 at an actual sale price ranging from $37.80 to $37.99 per share. The price reported reflects the weighted average sale price for the transactions. The reporting operson undertakes to provide upon request by SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F2: These shares were disposed of in multiple transactions on December 28, 2010 at an actual sale price ranging from $37.58 to $37.60 per share. The price reported reflects the weighted average sale price for the transactions. The reporting operson undertakes to provide upon request by SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: --This is a vesting schedule. 25% vests two, three, four and five years from grant date. The option is fully vested in accordance with its terms.