ANALOG DEVICES INC — Director's Dealing 2011

Feb 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2011-02-18

Reporting Person: ROCHE VINCENT (VP, STRATEGIC MARKET SGMTS GRP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-18	Comm Stock-$.16-2/3 value	M	30000.0000	$32.7800	Acquired	30100.0000	Direct
2011-02-18	Comm Stock-$.16-2/3 value	M	20000.0000	$19.8900	Acquired	50100.0000	Direct
2011-02-18	Comm Stock-$.16-2/3 value	S	20000.0000	$41.0470	Disposed	30100.0000	Direct
2011-02-18	Comm Stock-$.16-2/3 value	S	30000.0000	$40.9870	Disposed	100.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-18	Non-Qualified Stock Option (right to buy)	$32.7800	M	30000.0000	Disposed	2011-04-02	Comm Stock-$.16-2/3 value (30000.0000)	Direct
2011-02-18	Non-Qualified Stock Option (right to buy)	$19.8900	M	20000.0000	Disposed	2012-09-24	Comm Stock-$.16-2/3 value (20000.0000)	Direct

Footnotes

F1: These shares were disposed of in multiple transactions on February 18, 2011 at an actual sales price ranging from $41.010 to $41.110 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: These shares were disposed of in multiple transactions on February 18, 2011 at an actual sales price ranging from $40.955 to $41.082 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: The vesting schedule for these options is: 33.33% vests three, four and five years from grant date. These options were fully vested as of April 2, 2009 in accordance with its terms.

F4: The vesting schedule for these options is: 25% vests two, three, four and five years from grant date. These options were fully vested as of September 24, 2009 in accordance with its terms.