ANALOG DEVICES INC — Director's Dealing 2012

Mar 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2012-03-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-15	Comm Stock-$.16-2/3 value	M	10000.0000	$19.8900	Acquired	431348.0000	Direct
2012-03-15	Comm Stock-$.16-2/3 value	S	10000.0000	$39.6440	Disposed	421348.0000	Direct
2012-03-16	Comm Stock-$.16-2/3 value	M	5000.0000	$19.8900	Acquired	426348.0000	Direct
2012-03-16	Comm Stock-$.16-2/3 value	S	5000.0000	$39.8900	Disposed	421348.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-15	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
2012-03-16	Non-Qualified Stock Option (right to buy)	$19.8900	M	5000.0000	Disposed	2012-09-24	Comm Stock-$.16-2/3 value (5000.0000)	Direct

Footnotes

F1: These shares were disposed of in multiple transactions on March 15, 2012 at actual sales prices ranging from $39.578 to $39.710 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 option vested in equal installments on the second, third, fourth and fifth anniversaries of the original grant date. The option was fully vested as of September 24, 2007 in accordance with its terms.