ANALOG DEVICES INC — Director's Dealing 2011

Feb 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2011-02-17

Reporting Person: Zinsner David (Vice President, Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-17	Comm. Stock - $.16-2/3 value	M	7000	$0.00	Acquired	11723	Direct
2011-02-17	Comm. Stock - $.16-2/3 value	G	700	$0.00	Disposed	11023	Direct
2011-02-17	Comm. Stock - $.16-2/3 value	F	2251	$41.19	Disposed	8772	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-17	Restricted Stock Unit (RSU)	$	M	7000	Disposed		Comm. Stock - $.16-2/3 value (7000)	Direct

Footnotes

F1: This is a gift to several individuals.

F2: The RSUs were received for no consideration.

F3: This is a vesting schedule. 20% vests one, two, three, four and five years from the original grant date, which was February 17, 2009. 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 each share of common stock, in an amount equal to the closing price of the common stock on the NYSE on the vesting date.