ANALOG DEVICES INC — Director's Dealing 2012

Dec 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2012-12-17

Reporting Person: Brennan Seamus M. (VP, Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-17	Comm Stock-$.16-2/3 value	M	2000.0000	$0.0000	Acquired	11665.0000	Direct
2012-12-17	Comm Stock-$.16-2/3 value	F	1040.0000	$41.5500	Disposed	10625.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-17	Restricted Stock Unit (RSU)	$	M	2000.0000	Disposed		Comm Stock-$.16-2/3 value (2000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Comm Stock-$.16-2/3 value	748.0000	Indirect
Comm Stock-$.16-2/3 value	1723.0000	Indirect

Footnotes

F1: 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 each share of common stock, in an amount equal to the closing price of the common stock on the vesting date.

F2: The Restricted Stock Units granted to the Reporting Person on December 15, 2008 (the "Original Grant Date") vest 60% on the third anniversary and 20% on each of the fourth and fifth anniversaries of the Original Grant Date.

F3: This total includes 2,025 Restricted Stock Units granted to the reporting person on January 5, 2010 with similar material terms.