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ANALOG DEVICES INC Director's Dealing 2011

Dec 12, 2011

29843_dirs_2011-12-12_f1f4f4f8-0721-4272-8958-9e08d80d056f.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: 2011-12-08

Reporting Person: STATA RAY (Director, CHAIRMAN OF THE BOARD)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-12-08 Comm Stock-$.16-2/3 value S 22315.0000 $34.9070 Disposed 1703461.0000 Indirect
2011-12-08 Comm Stock-$.16-2/3 value S 22434.0000 $34.9070 Disposed 1681027.0000 Indirect
2011-12-08 Comm Stock-$.16-2/3 value S 25271.0000 $34.9070 Disposed 1655756.0000 Indirect
2011-12-08 Comm Stock-$.16-2/3 value S 26948.0000 $34.9080 Disposed 1628808.0000 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Comm Stock-$.16-2/3 value 1078364.0000 Direct
Comm Stock-$.16-2/3 value 1108709.0000 Indirect
Comm Stock-$.16-2/3 value 400277.0000 Indirect

Footnotes

F1: This sale by the Ray and Maria Stata Charitable Trust of November 1983 was completed for tax and estate planning purposes for the Stata family and to fulfill the Trust's charitable annuity payments.

F2: These shares were disposed of in multiple transactions on December 8, 2011 at actual sales prices ranging from $34.926 to $34.933 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.

F3: On August 25, 2011, Mr. Stata ceased to be the beneficial owner of 761,812 shares because he removed himself as Trustee from The Ray & Maria Stata Family Charitable Fund U/D O/Trust DTD 5/29/81 and from The Ray & Maria Stata Family Charitable Trust U/D O/Trust DTD 5/29/81.

F4: This sale by the Ray and Maria Stata Family Charitable Trust of November 1983 was completed for tax and estate planning purposes for the Stata family and to fulfill the Trust's charitable annuity payments.

F5: These shares were disposed of in multiple transactions on December 8, 2011 at actual sales prices ranging from $34.926 to $34.983 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.

F6: This sale by the Ray and Maria Stata Charitable Fund of November 1983 was completed for tax and estate planning purposes for the Stata family and to fulfill the Trust's charitable annuity payments.

F7: These shares were disposed of in multiple transactions on December 8, 2011 at actual sales prices ranging from $34.926 to $34.943 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.

F8: This sale by the Ray and Maria Stata Family Charitable Fund of November 1983 was completed for tax and estate planning purposes for the Stata family and to fulfill the Trust's charitable annuity payments.