content: <PAGE>   1
      As filed with the Securities and Exchange Commission on January 17, 2001
  
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                ANALOG DEVICES, INC.
               (Exact name of registrant as specified in its charter)
  
  MASSACHUSETTS                                               04-2348234
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                              Identification No.)
  
  
  ONE TECHNOLOGY WAY
  NORWOOD, MASSACHUSETTS                                      02062-9106
  (Address of principal executive offices)                    (Zip Code)
  
                               STACCATO SYSTEMS, INC.
                                   1998 STOCK PLAN
                              (Full title of the Plan)
  
                               Paul P. Brountas, Esq.
                                  Hale and Dorr LLP
                                   60 State Street
                             Boston, Massachusetts 02109
                       (Name and address of agent for service)
  
                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
                                                             Proposed Maximum           Proposed Maximum
    Title of Securities to be         Amount to be       Offering Price Per Share   Aggregate Offering Price         Amount of
           Registered                  Registered                                                                 Registration Fee
  ------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
  <S>                            <C>                     <C>                        <C>                        <C>
  Common Stock, $.16 2/3 par
  value per share                    26,042 shares           $45.3125(1)               $1,180,028.13(1)              $295.01
  ------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
  </TABLE>
  
       (1)  Estimated solely for the purpose of calculating the amount of the
            registration fee, and based upon the average of the high and low
            prices of the Registrant's Common Stock as reported by the New York
            Stock Exchange on January 9, 2000 in accordance with Rules 457(c) and
            457(h) of the Securities Act of 1933.
  
  <PAGE>   2
  
                                  EXPLANATORY NOTE
  This Registration Statement on Form S-8 (the "Registration Statement") is being
  filed to register shares of Common Stock of Analog Devices, Inc. (the "Company"
  or "Registrant") issuable pursuant to the Staccato Systems, Inc. 1998 Stock Plan
  (the "Plan"). Pursuant to Section 1.10(a) of the Agreement and Plan of Merger
  dated as of December 14, 2000 by and among the Company, Analog SSI Acquisition
  Sub, Inc., and Staccato Systems, Inc., the Company assumed the Plan and all of
  the outstanding options to purchase Common Stock of Staccato Systems, Inc.
  issued under the Plan.
  
  
                                       - 2 -
  <PAGE>   3
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I of Form S-8 is included in documents
  sent or given to participants in the Plan pursuant to Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act").
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
       The following documents, which are filed with the Securities and Exchange
  Commission (the "Commission"), are incorporated in this Registration Statement
  by reference:
  
       (1) The Registrant's latest annual report filed pursuant to Section 13(a)
       or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
       Act"), or the latest prospectus filed pursuant to Rule 424(b) under the
       Securities Act that contains audited financial statements for the
       Registrant's latest fiscal year for which such statements have been filed.
  
       (2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
       Exchange Act since the end of the fiscal year covered by the annual report
       or the prospectus referred to in (1) above.
  
       (3) The description of the common stock of the Registrant, $.16 2/3 par
       value per share (the "Common Stock"), contained in a registration statement
       filed under the Exchange Act, including any amendment or report filed for
       the purpose of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
       Item 4. DESCRIPTION OF SECURITIES
  
            Not applicable.
  
       Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                                       - 3 -
  <PAGE>   4
  
       The validity of the securities hereby registered will be passed upon by
  Hale and Dorr LLP, Boston, Massachusetts. Paul P. Brountas, Esq., a partner of
  Hale and Dorr LLP, serves as Clerk to the Registrant and owns 70,000 shares of
  common stock of Analog Devices, Inc.
  
       Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Article 6A of the Registrant's Articles of Organization, as amended (the
  "Articles of Organization") provides for indemnification of directors and
  officers to the fullest extent permitted by Chapter 156B of the Massachusetts
  General Laws. Section 67 of Chapter 156B of the Massachusetts General Laws
  provides that a corporation has the power to indemnify directors, officers,
  employees or other agents of the corporation, and persons who serve at its
  request as directors, officers, employees or other agents of another
  organization, or who serve at its request in any capacity with respect to any
  employee benefit plan, against amounts paid and expenses incurred in connection
  with an action or proceeding to which such person is a party or is threatened to
  be made a party by reason of such position; provided, however, that such person
  acted in good faith in the reasonable belief that his action was in the best
  interests of the corporation or, in the case of service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such employee benefit plan.
  
       Article 6A of the Registrant's Articles of Organization provides for
  indemnification of directors and officers of the Registrant, and directors or
  employees of the Registrant now serving at the request of the Registrant as a
  director or officer of another organization or in any capacity with respect to
  an employee benefit plan of the Registrant, against all liabilities and expenses
  imposed upon or incurred by any such person in connection with any legal
  proceedings in which he may be a defendant or with which he may be threatened or
  involved, directly or indirectly, by reason of his position as a director or
  officer or as a result of his service with respect to an employee benefit plan;
  provided, however, that the Registrant shall provide no indemnification if the
  director or officer has been adjudicated not to have acted in good faith in the
  reasonable belief that his action was in the best interests of the Registrant.
  The Registrant shall further indemnify the officer or director for the expenses,
  judgments, fines and amounts paid in settlement and compromise of such
  proceedings. However, no indemnification will be made to cover costs of
  settlements and compromises if the Board determines by a majority vote of a
  quorum consisting of disinterested directors (or, if such quorum is not
  obtainable, by a majority of the disinterested directors of the Registrant then
  in office), that such settlement or compromise is not in the best interests of
  the Registrant.
  
       Chapter 156B of the Massachusetts General Laws, as it may be amended from
  time to time, and Article 6A of the Registrant's Articles of Organization permit
  the payment by the Registrant of expenses incurred in defending a civil or
  criminal action in advance of its final disposition, subject to receipt of an
  undertaking by the indemnified person to repay such payment if it is ultimately
  determined that such person is not entitled to indemnification under the
  Articles of Organization. No advance may be made if the Board of Directors
  determines, by a majority vote of a quorum consisting of disinterested directors
  (or, if such quorum is not obtainable, by a majority of the disinterested
  directors of the Registrant then in office), that such person did not act in
  good faith in the reasonable belief that his action was in the best interest of
  the Registrant.
  
       Article 6D of the Registrant's Articles of Organization provides that to
  the fullest extent permitted by Chapter 156B of the Massachusetts General Laws,
  as it may be amended from time to time, no director shall be liable to the
  Registrant or its stockholders for monetary damages for breach of fiduciary duty
  as a director, except for
  
                                       - 4 -
  <PAGE>   5
  
  liability (i) for any breach of a director's duty of loyalty to the Registrant
  or its stockholders, (ii) for acts or omissions not in good faith or which
  involve intentional misconduct or a knowing violation of law, (iii) for
  unauthorized distributions or loans under Section 61 or 62 of Chapter 156B, or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
       The Registrant has directors and officers liability insurance for the
  benefit of its directors and officers.
  
       Item 7. EXEMPTION FROM REGISTRATION CLAIMED
  
            Not applicable.
  
       Item 8. EXHIBITS
  
            Exhibit
            Number     Description
            ------     -----------
            4.1 (1)    Restated Articles of Organization of Analog Devices, Inc.,
                       as amended
            4.2 (2)    By-Laws of the Registrant
            4.3 (3)    Rights Agreement dated as of March 18, 1998 between the
                       Registrant and BankBoston,
                       N.A., as Rights Agent
            4.4        Staccato Systems, Inc. 1998 Stock Plan, as amended
            5          Opinion of Hale and Dorr LLP
            23.1       Consent of Hale and Dorr LLP (included in Exhibit 5)
            23.2       Consent of Independent Auditors
            24         Power of Attorney (included on the signature page to this
                       Registration Statement)
  ---------
  (1)  Incorporated herein by reference to the Registrant's Form 10-Q, filed on
       March 15, 1999.
  (2)  Incorporated herein by reference to the Registrant's Form 10-K for the
       fiscal year ended October 31, 1998, filed on January 28, 1999.
  (3)  Incorporated herein by reference to the Registrant's Registration Statement
       on Form 8-K (File No. 001-07819) filed on March 19, 1998, as amended by
       Amendment No.1 to Rights Agreement, entered into as of October 14, 1999
       (incorporated herein by reference to the Registrant's Registration
       Statement on Form 8-K/A (File No. 001-07819) filed on November 19, 1999).
  
       Item 9. UNDERTAKINGS
  
       1.   The Registrant hereby undertakes:
  
            (a) To file, during any period in which offers or sales are being
            made, a post-effective amendment to this Registration Statement to
            include any material information with respect to the plan of
            distribution not previously disclosed in the Registration Statement or
            any material change to such information in the Registration Statement;
  
                                       - 5 -
  <PAGE>   6
  
            (b) That, for the purpose of determining any liability under the
            Securities Act, each such post-effective amendment shall be deemed to
            be a new Registration Statement relating to the securities offered
            therein, and the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof;
  
            (c) To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at
            termination of the offering.
  
       2.   The Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in the Registration Statement shall be deemed to be a new Registration Statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       3.   Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  
                                       - 6 -
  <PAGE>   7
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Norwood, Commonwealth of Massachusetts, on this
  January 16, 2001.
  
                                     ANALOG DEVICES, INC.
  
  
                                     By: /s/ Jerald G. Fishman
                                         -----------------------------------------
                                          Jerald G. Fishman
                                          President and Chief
                                          Executive Officer
  
  
                                       - 7 -
  <PAGE>   8
  
                          SIGNATURES AND POWER OF ATTORNEY
  
  We, the undersigned officers and directors of Analog Devices, Inc., hereby
  severally constitute and appoint Jerald G. Fishman and Joseph E. McDonough and
  Paul P. Brountas, and each of them singly, our true and lawful attorneys with
  full power to them, and each of them singly, to sign for us and in our names, in
  the capacities indicated below, the Registration Statement filed herewith, and
  any and all amendments (including post-effective amendments) to said
  Registration Statement (or any other Registration Statement for the same
  offering that is to be effective upon filing pursuant to Rule 462(b) under the
  Securities Act of 1933) and generally to do all such things in our name and
  behalf in our capacities as officers and directors to enable Analog Devices,
  Inc. to comply with the Securities Act of 1933, and all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to any
  such Registration Statement and any and all amendments thereto.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  <TABLE>
  <CAPTION>
         SIGNATURE                                TITLE                            DATE
  
  <S>                                <C>                                     <C>
  /s/ Jerald G. Fishman              President, Chief Executive
  ----------------------------       Officer and Director                    January 16, 2001
  JERALD G. FISHMAN                  (Principal Executive Officer)
  
  /s/ Ray Stata                      Chairman of the Board                   January 16, 2001
  ----------------------------       and Director
  RAY STATA
  
  /s/ Joseph E. McDonough            Vice President-Finance                  January 16, 2001
  ----------------------------       and Chief Financial
  JOSEPH E. MCDONOUGH                Officer (Principal Financial and
                                     Accounting Officer)
  
  /s/ John L. Doyle                  Director                                January 16, 2001
  ----------------------------
  JOHN L. DOYLE
  
  /s/ Charles O. Holliday, Jr.       Director
  ----------------------------                                               January 16, 2001
  CHARLES O. HOLLIDAY, JR.
  
  /s/ Joel Moses                     Director
  ----------------------------                                               January 16, 2001
  JOEL MOSES
  
  /s/ F. Grant Saviers               Director
  ----------------------------                                               January 16, 2001
  F. GRANT SAVIERS
  </TABLE>
  
  
                                       - 8 -
  <PAGE>   9
  
  <TABLE>
  <CAPTION>
         SIGNATURE                                TITLE                            DATE
  
  <S>                                <C>                                     <C>
  
  /s/ Lester C. Thurow
  ----------------------------       Director                                January 16, 2001
  LESTER C. THUROW
  </TABLE>
  
  
                                       - 9 -
  <PAGE>   10
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number     Description
  ------     -----------
  4.1 (1)    Restated Articles of Organization of Analog Devices, Inc., as amended
  4.2 (2)    By-Laws of the Registrant
  4.3 (3)    Rights Agreement dated as of March 18, 1998 between the Registrant
             and BankBoston,
             N.A., as Rights Agent
  4.4        Staccato Systems, Inc. 1998 Stock Plan, as amended
  5          Opinion of Hale and Dorr LLP
  23.1       Consent of Hale and Dorr LLP (included in Exhibit 5)
  23.2       Consent of Independent Auditors
  24         Power of Attorney (included on the signature page to this
             Registration Statement)
  
  ---------
  (1)  Incorporated herein by reference to the Registrant's Form 10-Q, filed on
       March 15, 1999.
  (2)  Incorporated herein by reference to the Registrant's Form 10-K for the
       fiscal year ended October 31, 1998, filed on January 28, 1999.
  (3)  Incorporated herein by reference to the Registrant's Registration Statement
       on Form 8-K (File No. 001-07819) filed on March 19, 1998, as amended by
       Amendment No.1 to Rights Agreement, entered into as of October 14, 1999
       (incorporated herein by reference to the Registrant's Registration
       Statement on Form 8-K/A (File No. 001-07819) filed on November 19, 1999).
  
  
                                       - 10 -
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b37925ads-8.txt", "description": "ANALOG DEVICES", "secsgml_size_bytes": 20751}]
metadata_filer: {"company-data": {"conformed-name": "ANALOG DEVICES INC", "cik": "0000006281", "assigned-sic": "3674", "irs-number": "042348234", "state-of-incorporation": "MA", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53828", "film-number": "1510279"}, "business-address": {"street1": "ONE TECHNOLOGY WAY", "city": "NORWOOD", "state": "MA", "zip": "02062", "phone": "7183294700"}}
text: 1
      As filed with the Securities and Exchange Commission on January 17, 2001
  
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                ANALOG DEVICES, INC.
               (Exact name of registrant as specified in its charter)
  
  MASSACHUSETTS                                               04-2348234
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                              Identification No.)
  
  ONE TECHNOLOGY WAY
  NORWOOD, MASSACHUSETTS                                      02062-9106
  (Address of principal executive offices)                    (Zip Code)
  
                               STACCATO SYSTEMS, INC.
                                   1998 STOCK PLAN
                              (Full title of the Plan)
  
                               Paul P. Brountas, Esq.
                                  Hale and Dorr LLP
                                   60 State Street
                             Boston, Massachusetts 02109
                       (Name and address of agent for service)
  
                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
                                                             Proposed Maximum           Proposed Maximum
    Title of Securities to be         Amount to be       Offering Price Per Share   Aggregate Offering Price         Amount of
           Registered                  Registered                                                                 Registration Fee
  ------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
  Common Stock, $.16 2/3 par
  value per share                    26,042 shares           $45.3125(1)               $1,180,028.13(1)              $295.01
  ------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
  (1)  Estimated solely for the purpose of calculating the amount of the
            registration fee, and based upon the average of the high and low
            prices of the Registrant's Common Stock as reported by the New York
            Stock Exchange on January 9, 2000 in accordance with Rules 457(c) and
            457(h) of the Securities Act of 1933.
  2
  
                                  EXPLANATORY NOTE
  This Registration Statement on Form S-8 (the "Registration Statement") is being
  filed to register shares of Common Stock of Analog Devices, Inc. (the "Company"
  or "Registrant") issuable pursuant to the Staccato Systems, Inc. 1998 Stock Plan
  (the "Plan"). Pursuant to Section 1.10(a) of the Agreement and Plan of Merger
  dated as of December 14, 2000 by and among the Company, Analog SSI Acquisition
  Sub, Inc., and Staccato Systems, Inc., the Company assumed the Plan and all of
  the outstanding options to purchase Common Stock of Staccato Systems, Inc.
  issued under the Plan.
  
                                       - 2 -
  3
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I of Form S-8 is included in documents
  sent or given to participants in the Plan pursuant to Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act").
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
       The following documents, which are filed with the Securities and Exchange
  Commission (the "Commission"), are incorporated in this Registration Statement
  by reference:
  
       (1) The Registrant's latest annual report filed pursuant to Section 13(a)
       or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
       Act"), or the latest prospectus filed pursuant to Rule 424(b) under the
       Securities Act that contains audited financial statements for the
       Registrant's latest fiscal year for which such statements have been filed.
  
       (2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
       Exchange Act since the end of the fiscal year covered by the annual report
       or the prospectus referred to in (1) above.
  
       (3) The description of the common stock of the Registrant, $.16 2/3 par
       value per share (the "Common Stock"), contained in a registration statement
       filed under the Exchange Act, including any amendment or report filed for
       the purpose of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  registration statement to the extent a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
       Item 4. DESCRIPTION OF SECURITIES
  
            Not applicable.
  
       Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                                       - 3 -
  4
  
       The validity of the securities hereby registered will be passed upon by
  Hale and Dorr LLP, Boston, Massachusetts. Paul P. Brountas, Esq., a partner of
  Hale and Dorr LLP, serves as Clerk to the Registrant and owns 70,000 shares of
  common stock of Analog Devices, Inc.
  
       Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Article 6A of the Registrant's Articles of Organization, as amended (the
  "Articles of Organization") provides for indemnification of directors and
  officers to the fullest extent permitted by Chapter 156B of the Massachusetts
  General Laws. Section 67 of Chapter 156B of the Massachusetts General Laws
  provides that a corporation has the power to indemnify directors, officers,
  employees or other agents of the corporation, and persons who serve at its
  request as directors, officers, employees or other agents of another
  organization, or who serve at its request in any capacity with respect to any
  employee benefit plan, against amounts paid and expenses incurred in connection
  with an action or proceeding to which such person is a party or is threatened to
  be made a party by reason of such position; provided, however, that such person
  acted in good faith in the reasonable belief that his action was in the best
  interests of the corporation or, in the case of service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such employee benefit plan.
  
       Article 6A of the Registrant's Articles of Organization provides for
  indemnification of directors and officers of the Registrant, and directors or
  employees of the Registrant now serving at the request of the Registrant as a
  director or officer of another organization or in any capacity with respect to
  an employee benefit plan of the Registrant, against all liabilities and expenses
  imposed upon or incurred by any such person in connection with any legal
  proceedings in which he may be a defendant or with which he may be threatened or
  involved, directly or indirectly, by reason of his position as a director or
  officer or as a result of his service with respect to an employee benefit plan;
  provided, however, that the Registrant shall provide no indemnification if the
  director or officer has been adjudicated not to have acted in good faith in the
  reasonable belief that his action was in the best interests of the Registrant.
  The Registrant shall further indemnify the officer or director for the expenses,
  judgments, fines and amounts paid in settlement and compromise of such
  proceedings. However, no indemnification will be made to cover costs of
  settlements and compromises if the Board determines by a majority vote of a
  quorum consisting of disinterested directors (or, if such quorum is not
  obtainable, by a majority of the disinterested directors of the Registrant then
  in office), that such settlement or compromise is not in the best interests of
  the Registrant.
  
       Chapter 156B of the Massachusetts General Laws, as it may be amended from
  time to time, and Article 6A of the Registrant's Articles of Organization permit
  the payment by the Registrant of expenses incurred in defending a civil or
  criminal action in advance of its final disposition, subject to receipt of an
  undertaking by the indemnified person to repay such payment if it is ultimately
  determined that such person is not entitled to indemnification under the
  Articles of Organization. No advance may be made if the Board of Directors
  determines, by a majority vote of a quorum consisting of disinterested directors
  (or, if such quorum is not obtainable, by a majority of the disinterested
  directors of the Registrant then in office), that such person did not act in
  good faith in the reasonable belief that his action was in the best interest of
  the Registrant.
  
       Article 6D of the Registrant's Articles of Organization provides that to
  the fullest extent permitted by Chapter 156B of the Massachusetts General Laws,
  as it may be amended from time to time, no director shall be liable to the
  Registrant or its stockholders for monetary damages for breach of fiduciary duty
  as a director, except for
  
                                       - 4 -
  5
  
  liability (i) for any breach of a director's duty of loyalty to the Registrant
  or its stockholders, (ii) for acts or omissions not in good faith or which
  involve intentional misconduct or a knowing violation of law, (iii) for
  unauthorized distributions or loans under Section 61 or 62 of Chapter 156B, or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
       The Registrant has directors and officers liability insurance for the
  benefit of its directors and officers.
  
       Item 7. EXEMPTION FROM REGISTRATION CLAIMED
  
            Not applicable.
  
       Item 8. EXHIBITS
  
            Exhibit
            Number     Description
            ------     -----------
            4.1 (1)    Restated Articles of Organization of Analog Devices, Inc.,
                       as amended
            4.2 (2)    By-Laws of the Registrant
            4.3 (3)    Rights Agreement dated as of March 18, 1998 between the
                       Registrant and BankBoston,
                       N.A., as Rights Agent
            4.4        Staccato Systems, Inc. 1998 Stock Plan, as amended
            5          Opinion of Hale and Dorr LLP
            23.1       Consent of Hale and Dorr LLP (included in Exhibit 5)
            23.2       Consent of Independent Auditors
            24         Power of Attorney (included on the signature page to this
                       Registration Statement)
  ---------
  (1)  Incorporated herein by reference to the Registrant's Form 10-Q, filed on
       March 15, 1999.
  (2)  Incorporated herein by reference to the Registrant's Form 10-K for the
       fiscal year ended October 31, 1998, filed on January 28, 1999.
  (3)  Incorporated herein by reference to the Registrant's Registration Statement
       on Form 8-K (File No. 001-07819) filed on March 19, 1998, as amended by
       Amendment No.1 to Rights Agreement, entered into as of October 14, 1999
       (incorporated herein by reference to the Registrant's Registration
       Statement on Form 8-K/A (File No. 001-07819) filed on November 19, 1999).
  
       Item 9. UNDERTAKINGS
  
       1.   The Registrant hereby undertakes:
  
            (a) To file, during any period in which offers or sales are being
            made, a post-effective amendment to this Registration Statement to
            include any material information with respect to the plan of
            distribution not previously disclosed in the Registration Statement or
            any material change to such information in the Registration Statement;
  
                                       - 5 -
  6
  
            (b) That, for the purpose of determining any liability under the
            Securities Act, each such post-effective amendment shall be deemed to
            be a new Registration Statement relating to the securities offered
            therein, and the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof;
  
            (c) To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at
            termination of the offering.
  
       2.   The Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in the Registration Statement shall be deemed to be a new Registration Statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       3.   Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                       - 6 -
  7
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Norwood, Commonwealth of Massachusetts, on this
  January 16, 2001.
  
                                     ANALOG DEVICES, INC.
  
                                     By: /s/ Jerald G. Fishman
                                         -----------------------------------------
                                          Jerald G. Fishman
                                          President and Chief
                                          Executive Officer
  
                                       - 7 -
  8
  
                          SIGNATURES AND POWER OF ATTORNEY
  
  We, the undersigned officers and directors of Analog Devices, Inc., hereby
  severally constitute and appoint Jerald G. Fishman and Joseph E. McDonough and
  Paul P. Brountas, and each of them singly, our true and lawful attorneys with
  full power to them, and each of them singly, to sign for us and in our names, in
  the capacities indicated below, the Registration Statement filed herewith, and
  any and all amendments (including post-effective amendments) to said
  Registration Statement (or any other Registration Statement for the same
  offering that is to be effective upon filing pursuant to Rule 462(b) under the
  Securities Act of 1933) and generally to do all such things in our name and
  behalf in our capacities as officers and directors to enable Analog Devices,
  Inc. to comply with the Securities Act of 1933, and all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to any
  such Registration Statement and any and all amendments thereto.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  SIGNATURE                                TITLE                            DATE
  /s/ Jerald G. Fishman              President, Chief Executive
  ----------------------------       Officer and Director                    January 16, 2001
  JERALD G. FISHMAN                  (Principal Executive Officer)
  
  /s/ Ray Stata                      Chairman of the Board                   January 16, 2001
  ----------------------------       and Director
  RAY STATA
  
  /s/ Joseph E. McDonough            Vice President-Finance                  January 16, 2001
  ----------------------------       and Chief Financial
  JOSEPH E. MCDONOUGH                Officer (Principal Financial and
                                     Accounting Officer)
  
  /s/ John L. Doyle                  Director                                January 16, 2001
  ----------------------------
  JOHN L. DOYLE
  
  /s/ Charles O. Holliday, Jr.       Director
  ----------------------------                                               January 16, 2001
  CHARLES O. HOLLIDAY, JR.
  
  /s/ Joel Moses                     Director
  ----------------------------                                               January 16, 2001
  JOEL MOSES
  
  /s/ F. Grant Saviers               Director
  ----------------------------                                               January 16, 2001
  F. GRANT SAVIERS
  - 8 -
  9
  SIGNATURE                                TITLE                            DATE
  /s/ Lester C. Thurow
  ----------------------------       Director                                January 16, 2001
  LESTER C. THUROW
  - 9 -
  10
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number     Description
  ------     -----------
  4.1 (1)    Restated Articles of Organization of Analog Devices, Inc., as amended
  4.2 (2)    By-Laws of the Registrant
  4.3 (3)    Rights Agreement dated as of March 18, 1998 between the Registrant
             and BankBoston,
             N.A., as Rights Agent
  4.4        Staccato Systems, Inc. 1998 Stock Plan, as amended
  5          Opinion of Hale and Dorr LLP
  23.1       Consent of Hale and Dorr LLP (included in Exhibit 5)
  23.2       Consent of Independent Auditors
  24         Power of Attorney (included on the signature page to this
             Registration Statement)
  
  ---------
  (1)  Incorporated herein by reference to the Registrant's Form 10-Q, filed on
       March 15, 1999.
  (2)  Incorporated herein by reference to the Registrant's Form 10-K for the
       fiscal year ended October 31, 1998, filed on January 28, 1999.
  (3)  Incorporated herein by reference to the Registrant's Registration Statement
       on Form 8-K (File No. 001-07819) filed on March 19, 1998, as amended by
       Amendment No.1 to Rights Agreement, entered into as of October 14, 1999
       (incorporated herein by reference to the Registrant's Registration
       Statement on Form 8-K/A (File No. 001-07819) filed on November 19, 1999).
  
                                       - 10 -