ANALOG DEVICES INC — Director's Dealing 2011

Jan 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2011-01-05

Reporting Person: SAVIERS F GRANT (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-05	Comm Stock-$.16-2/3 value	M	20000.0000	$19.8900	Acquired	27500.0000	Direct
2011-01-05	Comm Stock-$.16-2/3 value	M	675.0000	$0.0000	Acquired	28175.0000	Direct
2011-01-05	Comm Stock-$.16-2/3 value	S	20000.0000	$37.5000	Disposed	8175.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-05	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
2011-01-05	Restricted Stock Unit (RSU)	$	M	675.0000	Disposed		Comm Stock-$.16-2/3 value (675.0000)	Direct

Footnotes

F1: --This is a vesting schedule. 33.33% vests one, two & three years from grant date. The option was fully vested as of September 24, 2005 in accordance with its terms.

F2: The RSUs were received for no consideration.

F3: -- This is a vesting schedule. 33.33% vests one, two and three years from the original grant date, which was January 5, 2010. 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.