ANALOG DEVICES INC — Director's Dealing 2010

Jan 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2010-01-05

Reporting Person: ISTEL YVES ANDRE (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-05	Non-Qualified Stock Option (right to buy)	$31.62	A	7500	Acquired	2020-01-05	Comm Stock-$.16-2/3 value (7500)	Direct
2010-01-05	Restricted Stock Unit (RSU)	$0	A	2025	Acquired		Comm Stock-$.16-2/3 value (2025)	Direct

Footnotes

F1: --This is a vesting schedule. 33.33% vests one, two & three 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: Not Applicable