ANALOG DEVICES INC — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2012-02-17

Reporting Person: Zinsner David (Vice President, Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-17	Comm Stock-$.16-2/3 value	M	7000.0000	$40.4200	Acquired	15772.0000	Direct
2012-02-17	Comm Stock-$.16-2/3 value	F	2250.0000	$40.4200	Disposed	13522.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-17	Restricted Stock Unit (RSU)	$	M	7000.0000	Disposed		Comm Stock-$.16-2/3 value (7000.0000)	Direct

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 NYSE on the vesting date.

F2: The Restricted Stock Units granted to the reporting person on February 17, 2009 (the "Original Grant Date") vest in equal installments on the first, second, third, fourth and fifth anniversaries of the Original Grant Date.