ANALOG DEVICES INC — Director's Dealing 2011

Jan 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2011-01-04

Reporting Person: MARSHALL ROBERT R (VP, WORLDWIDE MFG.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-04	Non-Qualified Stock Option (right to buy)	$37.5200	A	52630.0000	Acquired	2021-01-04	Comm Stock-$.16-2/3 value (52630.0000)	Direct
2011-01-04	Restricted Stock Unit (RSU)	$0.0000	A	12070.0000	Acquired		Comm Stock-$.16-2/3 value (12070.0000)	Direct

Footnotes

F1: --This is a vesting schedule. 20% vests one, two, three, four and five years from grant date.

F2: -- This is a vesting schedule. 100.00% vests three years from the original grant date. Upon the 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.