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ANALOG DEVICES INC Director's Dealing 2011

Jan 5, 2011

29843_dirs_2011-01-05_59115ed5-ba95-4335-8577-62526d518b71.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: 2011-01-03

Reporting Person: FISHMAN JERALD (Director, PRESIDENT & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-01-03 Comm Stock-$.16-2/3 value M 10000.0000 $19.8900 Acquired 431348.0000 Direct
2011-01-03 Comm Stock-$.16-2/3 value S 10000.0000 $38.2250 Disposed 421348.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-01-03 Non-Qualified Stock Option (right to buy) $19.8900 M 10000.0000 Disposed 2012-09-24 Comm Stock-$.16-2/3 value (10000.0000) Direct

Footnotes

F1: These shares were disposed of in multiple transactions on January 3, 2011 at an actual sales price ranging from $38.150 to $38.300 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: This is a vesting schedule. 25% vests two, three, four and five years from grant date. The option was fully vested as of September 24, 2009 in accordance with its terms.