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ANALOG DEVICES INC Director's Dealing 2010

Dec 9, 2010

29843_dirs_2010-12-09_d1018dec-23c6-44ff-8fec-dc8deb1fe9ef.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2010-12-07

Reporting Person: FISHMAN JERALD (Director, PRESIDENT & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-12-07 Comm Stock-$.16-2/3 value M 25000.0000 $19.8900 Acquired 446348.0000 Direct
2010-12-07 Comm Stock-$.16-2/3 value S 25000.0000 $38.0200 Disposed 421348.0000 Direct
2010-12-08 Comm Stock-$.16-2/3 value M 5000.0000 $19.8900 Acquired 426348.0000 Direct
2010-12-08 Comm Stock-$.16-2/3 value S 5000.0000 $38.2500 Disposed 421348.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-12-07 Non-Qualified Stock Option (right to buy) $19.8900 M 25000.0000 Disposed 2012-09-24 Comm Stock-$.16-2/3 value (25000.0000) Direct
2010-12-08 Non-Qualified Stock Option (right to buy) $19.8900 M 5000.0000 Disposed 2012-09-24 Comm Stock-$.16-2/3 value (5000.0000) Direct

Footnotes

F1: These shares were disposed of in multiple transactions on December 7, 2010 at an actual sales price ranging from $38.000 to $38.100 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person 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: --This is a vesting schedule. 25% vests two, three, four and five years from grant date. The option is fully vested as of September 24, 2009 in accordance with its terms.