content: <PAGE>
  
      As filed with the Securities and Exchange Commission on December 14, 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 Identification No.)
     Incorporation or Organization)
  
           ONE TECHNOLOGY WAY
         NORWOOD, MASSACHUSETTS                            02062-9106
  (Address of Principal Executive Offices)                (Zip Code)
  
                                ANALOG DEVICES, INC.
                         2001 BROAD-BASED STOCK OPTION 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>
  
  ----------------------------------------------------------------------------------------------------------------------
   Title Of Securities To       Amount To Be          Proposed Maximum       Proposed Maximum           Amount of
       Be Registered            Registered(1)        Offering Price Per     Aggregate Offering      Registration Fee
                                                           Share                   Price
  ----------------------------------------------------------------------------------------------------------------------
  <S>                             <C>                     <C>                 <C>                        <C>
  Common Stock, $0.16-2/3        50,000,000              $43.98(2)           $2,199,000,000(2)          $525,561
    par value per share
  ----------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)      In accordance with Rule 416 under the Securities Act of 1933, as
           amended, this registration statement shall be deemed to cover any
           additional securities that may from time to time be offered or issued
           to prevent dilution resulting from stock splits, stock dividends or
           similar transactions.
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported on the New York Stock Exchange on
           December 13, 2001 in accordance with Rules 457(c) and 457(h) of the
           Securities Act of 1933, as amended.
  
  
  <PAGE>
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Item 1.  PLAN INFORMATION
  
           The information required by Item 1 is included in documents sent or
  given to participants in the 2001 Broad-Based Stock Option Plan of Analog
  Devices, Inc., a Massachusetts corporation (the "Registrant"), covered by this
  registration statement on Form S-8 (the "Registration Statement") pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
           Item 2.  REGISTRANT INFORMATION AND EMPLOYEE ANNUAL PLAN INFORMATION
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the 2001 Broad-Based Stock Option Plan of the
  Registrant covered by this Registration Statement pursuant to Rule 428(b)(1) of
  the Securities Act.
  
  
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  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 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, $0.16-2/3
                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 securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement 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
  
  <PAGE>
  to be modified or superseded for the purposes of this registration statement to
  the extent that 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
  
           Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this Registration Statement.  Paul P. Brountas, Esq., a partner
  of Hale and Dorr LLP, serves as Clerk of the Registrant.
  
           Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Article 6A of the Registrant's Restated Articles of Organization (the
  "Articles of Organization") provides for indemnification of directors and
  officers to the full extent permitted under Massachusetts law. Section 67 of
  Chapter 156B of the Massachusetts General Laws provides that a corporation has
  the power to indemnify a director, officer, employee or agent of the corporation
  and certain other persons serving at the request of the corporation and certain
  other persons serving at the request of the corporation in related capacities
  against amounts paid and expenses incurred in connection with an action or
  proceeding to which he is or is threatened to be made a party by reason of such
  position, if such person shall have acted in good faith and in a manner he
  reasonably believed to be in the best interests of the corporation, provided
  that, no indemnification shall be made with respect to any matter as to which
  such person shall have been adjudged not to be entitled to indemnification under
  Section 67.
  
           Article 6A also provides for indemnification of directors and officers
  of the Registrant against liabilities and expenses in connection with any legal
  proceedings to which they may be made a party or with which they may become
  involved or threatened by reason of having been an officer or director of the
  Registrant or of any other organization at the request of the Registrant.
  Article 6A generally provides that a director or officer of the Registrant (i)
  shall be indemnified by the Registrant for all expenses of such legal
  proceedings unless he 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, and (ii) shall be indemnified by the Registrant for the expenses,
  judgments, fines and amounts paid in settlement and compromise of such
  proceedings. 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), that such settlement or
  compromise is not in the best interests of the Registrant.
  
          Article 6A permits 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
  
  <PAGE>
  
  of the Registrant), 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 full extent permitted under Massachusetts law no director shall be liable to
  the Registrant or its stockholders for monetary damages for breach of fiduciary
  duty as a director, except for 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
  
                    The Exhibit Index immediately preceding the exhibits is
  incorporated herein by reference.
  
           Item 9.  UNDERTAKINGS
  
                    (a) The undersigned Registrant hereby undertakes:
  
                        (1) To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            Registration Statement:
  
                            (i)   To include any prospectus required by Section
                                  10(a)(3) of the Securities Act;
  
                            (ii)  To reflect in the prospectus any facts or
                                  events arising after the effective date of the
                                  Registration Statement (or the most recent
                                  post-effective amendment thereof) which,
                                  individually or in the aggregate, represent a
                                  fundamental change in the information set forth
                                  in the Registration Statement; and
  
                            (iii) 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;
  
                        (2) 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.
  
  
  <PAGE>
  
                        (3) To remove from registration by means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
  
                    (b) The undersigned 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 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.
  
                    (c) 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.
  
  
  
  <PAGE>
  
  
                                     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 5th
  day of December, 2001.
  
  
  
  
                                              ANALOG DEVICES, INC.
  
  
                                              By: /s/ Jerald G. Fishman
                                                  --------------------------------
                                                  Jerald G. Fishman
                                                  President and Chief
                                                  Executive Officer
  
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Analog Devices, Inc.,
  hereby severally constitute and appoint Jerald G. Fishman, Joseph E. McDonough,
  Paul P. Brountas and Mark G. Borden 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 names 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
  Jerald G. Fishman                                  (Principal Executive Officer)      December 5, 2001
  </TABLE>
  
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
      SIGNATURE                                              TITLE                           DATE
      ---------                                              -----                           ----
  <S>                                                <C>                                <C>
  
  /s/ Ray Stata                                      Chairman of the Board
  -----------------------------------                and Director                       December 5, 2001
  Ray Stata
  
  /s/ Joseph E. McDonough                            Vice President-Finance
  ----------------------------------                 and Chief Financial
  Joseph E. McDonough                                Officer (Principal Financial
                                                     and Accounting Officer)            December 5, 2001
  
  
  /s/ John L. Doyle                                  Director                           December 5, 2001
  ----------------------------------
  John L. Doyle
  
  
  /s/ Charles O. Holliday, Jr.                       Director                           December 5, 2001
  ----------------------------------
  Charles O. Holliday, Jr.
  
  
  /s/ F. Grant Saviers                               Director                           December 5, 2001
  ----------------------------------
  F. Grant Saviers
  
  
  /s/ Joel Moses                                     Director                           December 5, 2001
  ----------------------------------
  Joel Moses
  
  
  /s/ Lester C. Thurow                               Director                           December 5, 2001
  ----------------------------------
  Lester C. Thurow
  </TABLE>
  
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT
  NUMBER      DESCRIPTION
  -------     -----------
    4.1       Restated Articles of Organization of Analog Devices, Inc.
              (incorporated herein by reference to the Registrant's Quarterly
              Report on Form 10-Q for the quarterly period ended January 30,
              1999, filed with the Commission on March 15, 1999)
  
    4.2       By-Laws of the Registrant, as amended (incorporated herein by
              reference to the Registrant's Annual Report on Form 10-K for the
              fiscal year ended November 1, 1997, filed with the Commission on
              January 28, 1998)
  
    5         Opinion of Hale and Dorr LLP, counsel to the Registrant
  
   23.1       Consent of Hale and Dorr LLP (included in Exhibit 5)
  
   23.2       Consent of Ernst & Young LLP
  
   24         Power of Attorney (included on the signature page of this
              Registration Statement)
  
   99         Analog Devices, Inc. 2001 Broad-Based Stock Option Plan
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41381ads-8.txt", "description": "ANALOG DEVICES, INC.", "secsgml_size_bytes": 20826}]
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": "333-75170", "film-number": "1814102"}, "business-address": {"street1": "ONE TECHNOLOGY WAY", "city": "NORWOOD", "state": "MA", "zip": "02062", "phone": "7183294700"}, "mail-address": {"street1": "ONE TECHNOLOGY WAY", "city": "NORWOOD", "state": "MA", "zip": "02062"}}
text: As filed with the Securities and Exchange Commission on December 14, 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 Identification No.)
     Incorporation or Organization)
  
           ONE TECHNOLOGY WAY
         NORWOOD, MASSACHUSETTS                            02062-9106
  (Address of Principal Executive Offices)                (Zip Code)
  
                                ANALOG DEVICES, INC.
                         2001 BROAD-BASED STOCK OPTION 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
  ----------------------------------------------------------------------------------------------------------------------
   Title Of Securities To       Amount To Be          Proposed Maximum       Proposed Maximum           Amount of
       Be Registered            Registered(1)        Offering Price Per     Aggregate Offering      Registration Fee
                                                           Share                   Price
  ----------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.16-2/3        50,000,000              $43.98(2)           $2,199,000,000(2)          $525,561
    par value per share
  ----------------------------------------------------------------------------------------------------------------------
  (1)      In accordance with Rule 416 under the Securities Act of 1933, as
           amended, this registration statement shall be deemed to cover any
           additional securities that may from time to time be offered or issued
           to prevent dilution resulting from stock splits, stock dividends or
           similar transactions.
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported on the New York Stock Exchange on
           December 13, 2001 in accordance with Rules 457(c) and 457(h) of the
           Securities Act of 1933, as amended.
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Item 1.  PLAN INFORMATION
  
           The information required by Item 1 is included in documents sent or
  given to participants in the 2001 Broad-Based Stock Option Plan of Analog
  Devices, Inc., a Massachusetts corporation (the "Registrant"), covered by this
  registration statement on Form S-8 (the "Registration Statement") pursuant to
  Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
           Item 2.  REGISTRANT INFORMATION AND EMPLOYEE ANNUAL PLAN INFORMATION
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the 2001 Broad-Based Stock Option Plan of the
  Registrant covered by this Registration Statement pursuant to Rule 428(b)(1) of
  the Securities Act.
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  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 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, $0.16-2/3
                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 securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement 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 that 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
  
           Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this Registration Statement.  Paul P. Brountas, Esq., a partner
  of Hale and Dorr LLP, serves as Clerk of the Registrant.
  
           Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Article 6A of the Registrant's Restated Articles of Organization (the
  "Articles of Organization") provides for indemnification of directors and
  officers to the full extent permitted under Massachusetts law. Section 67 of
  Chapter 156B of the Massachusetts General Laws provides that a corporation has
  the power to indemnify a director, officer, employee or agent of the corporation
  and certain other persons serving at the request of the corporation and certain
  other persons serving at the request of the corporation in related capacities
  against amounts paid and expenses incurred in connection with an action or
  proceeding to which he is or is threatened to be made a party by reason of such
  position, if such person shall have acted in good faith and in a manner he
  reasonably believed to be in the best interests of the corporation, provided
  that, no indemnification shall be made with respect to any matter as to which
  such person shall have been adjudged not to be entitled to indemnification under
  Section 67.
  
           Article 6A also provides for indemnification of directors and officers
  of the Registrant against liabilities and expenses in connection with any legal
  proceedings to which they may be made a party or with which they may become
  involved or threatened by reason of having been an officer or director of the
  Registrant or of any other organization at the request of the Registrant.
  Article 6A generally provides that a director or officer of the Registrant (i)
  shall be indemnified by the Registrant for all expenses of such legal
  proceedings unless he 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, and (ii) shall be indemnified by the Registrant for the expenses,
  judgments, fines and amounts paid in settlement and compromise of such
  proceedings. 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), that such settlement or
  compromise is not in the best interests of the Registrant.
  
          Article 6A permits 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), 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 full extent permitted under Massachusetts law no director shall be liable to
  the Registrant or its stockholders for monetary damages for breach of fiduciary
  duty as a director, except for 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
  
                    The Exhibit Index immediately preceding the exhibits is
  incorporated herein by reference.
  
           Item 9.  UNDERTAKINGS
  
                    (a) The undersigned Registrant hereby undertakes:
  
                        (1) To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            Registration Statement:
  
                            (i)   To include any prospectus required by Section
                                  10(a)(3) of the Securities Act;
  
                            (ii)  To reflect in the prospectus any facts or
                                  events arising after the effective date of the
                                  Registration Statement (or the most recent
                                  post-effective amendment thereof) which,
                                  individually or in the aggregate, represent a
                                  fundamental change in the information set forth
                                  in the Registration Statement; and
  
                            (iii) 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;
  
                        (2) 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.
  (3) To remove from registration by means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
  
                    (b) The undersigned 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 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.
  
                    (c) 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.
  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 5th
  day of December, 2001.
  
                                              ANALOG DEVICES, INC.
  
                                              By: /s/ Jerald G. Fishman
                                                  --------------------------------
                                                  Jerald G. Fishman
                                                  President and Chief
                                                  Executive Officer
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of Analog Devices, Inc.,
  hereby severally constitute and appoint Jerald G. Fishman, Joseph E. McDonough,
  Paul P. Brountas and Mark G. Borden 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 names 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
  Jerald G. Fishman                                  (Principal Executive Officer)      December 5, 2001
  SIGNATURE                                              TITLE                           DATE
      ---------                                              -----                           ----
  /s/ Ray Stata                                      Chairman of the Board
  -----------------------------------                and Director                       December 5, 2001
  Ray Stata
  
  /s/ Joseph E. McDonough                            Vice President-Finance
  ----------------------------------                 and Chief Financial
  Joseph E. McDonough                                Officer (Principal Financial
                                                     and Accounting Officer)            December 5, 2001
  
  /s/ John L. Doyle                                  Director                           December 5, 2001
  ----------------------------------
  John L. Doyle
  
  /s/ Charles O. Holliday, Jr.                       Director                           December 5, 2001
  ----------------------------------
  Charles O. Holliday, Jr.
  
  /s/ F. Grant Saviers                               Director                           December 5, 2001
  ----------------------------------
  F. Grant Saviers
  
  /s/ Joel Moses                                     Director                           December 5, 2001
  ----------------------------------
  Joel Moses
  
  /s/ Lester C. Thurow                               Director                           December 5, 2001
  ----------------------------------
  Lester C. Thurow
  EXHIBIT INDEX
  
  EXHIBIT
  NUMBER      DESCRIPTION
  -------     -----------
    4.1       Restated Articles of Organization of Analog Devices, Inc.
              (incorporated herein by reference to the Registrant's Quarterly
              Report on Form 10-Q for the quarterly period ended January 30,
              1999, filed with the Commission on March 15, 1999)
  
    4.2       By-Laws of the Registrant, as amended (incorporated herein by
              reference to the Registrant's Annual Report on Form 10-K for the
              fiscal year ended November 1, 1997, filed with the Commission on
              January 28, 1998)
  
    5         Opinion of Hale and Dorr LLP, counsel to the Registrant
  
   23.1       Consent of Hale and Dorr LLP (included in Exhibit 5)
  
   23.2       Consent of Ernst & Young LLP
  
   24         Power of Attorney (included on the signature page of this
              Registration Statement)
  
   99         Analog Devices, Inc. 2001 Broad-Based Stock Option Plan