ANALOG DEVICES INC — Director's Dealing 2010

Dec 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2010-12-01

Reporting Person: ISTEL YVES ANDRE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-01	Comm Stock-$.16-2/3 value	M	5000.0000	$19.5700	Acquired	17000.0000	Direct
2010-12-01	Comm Stock-$.16-2/3 value	S	5000.0000	$36.6080	Disposed	12000.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-01	Non-Qualified Stock Option (right to buy)	$19.5700	M	5000.0000	Disposed	2019-01-05	Comm Stock-$.16-2/3 value (5000.0000)	Direct

Footnotes

F1: These shares were disposed of in multiple transactions on December 1, 2010 at an actual sales price ranging from $36.600 to $36.615 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. 33.33% vests one, two & three years from grant date.