content: <PAGE>   1
  
  
        As filed with the Securities and Exchange Commission on June 27, 2000
  
                                                             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 Number)
  
  
            ONE TECHNOLOGY WAY
          NORWOOD, MASSACHUSETTS                                02062-9106
  (Address of Principal Executive Offices)                      (Zip Code)
  
  
                                ANALOG DEVICES, INC.
                             DEFERRED COMPENSATION 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 be      Amount to be        Proposed maximum            Amount of
  registered(1)                  registered(1)      aggregate offering        registration fee
  --------------------------------------------------------------------------------------------
  <S>                             <C>                   <C>                       <C>
  
  Deferred Compensation
     Obligations                  $200,000,000          $200,000,000              $52,800
  --------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  The Deferred Compensation Obligations are unsecured obligations of Analog
       Devices, Inc. to pay deferred compensation in the future in accordance with
       the terms of the Analog Devices, Inc. Deferred Compensation Plan.
  
  (2)  Estimated solely for the purpose of calculating the registration fee in
       accordance with Rule 457(h) of the Securities Act of 1933, as amended.
  
  
  
  
  <PAGE>   2
                       STATEMENT OF INCORPORATION BY REFERENCE
  
  
           This Registration Statement on Form S-8 incorporates by reference the
  contents of the Registration Statement on Form S-8 (File No. 033-64849) filed by
  the Registrant on December 8, 1995, relating to the Registrant's Deferred
  Compensation Plan, as amended by Post-Effective Amendment No. 1 to S-8 filed by
  the Registrant on April 15, 1997 and Post-Effective Amendment No. 2 to Form S-8
  filed by the Registrant on November 12, 1997; incorporates by reference the
  contents of the Registration Statement on Form S-8 (File No. 333-48243) filed by
  the Registrant on March 19, 1998; and incorporates by reference the contents of
  the Registration Statement on Form S-8 (File 333-87055) filed by the Registrant
  on September 14, 1999.
  
  
  
  
  
  
                                         2
  <PAGE>   3
  
                                     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 27
  day of June, 2000.
  
  
  
                                                  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 Ray Stata, Jerald G. Fishman, 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 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       June 27, 2000
  ------------------------------    Officer and Director
  JERALD G. FISHMAN                (Principal Executive Officer)
  
  
  
  /s/ Ray Stata                     Chairman of the
  ------------------------------    Board and Director               June 27, 2000
  RAY STATA
  
  
  
  /s/ Joseph E. McDonough           Vice President-Finance           June 27, 2000
  ------------------------------    and Chief Financial
  JOSEPH E. MCDONOUGH               Officer (Principal Financial
                                    and Accounting Officer)
  
  
  
  /s/ John L. Doyle                 Director                         June 27, 2000
  ------------------------------
  JOHN L. DOYLE
  
  
  
  /s/ Charles O. Holliday, Jr.      Director                         June 27, 2000
  ------------------------------
  CHARLES O. HOLLIDAY, JR.
  
  
  
  /s/ Joel Moses                    Director                         June 27, 2000
  ------------------------------
  JOEL MOSES
  
  
  
  
  
                                         3
  <PAGE>   4
  
  
                                    Director                         June __, 2000
  ------------------------------
  F. GRANT SAVIERS
  
  
  
  /s/ Lester C. Thurow              Director                         June 27, 2000
  ------------------------------
  LESTER C. THUROW
  
  
  
  
  
  
  
                                         4
  
  <PAGE>   5
                                    EXHIBIT INDEX
  
  Exhibit
  Number         Description
  ------         -----------
  
   4.1           Restated Articles of Organization of Analog Devices, Inc., as
                 amended (incorporated herein by reference to the Registrant's
                 Form 10-Q, filed on March 15, 1999)
  
   4.2           By-Laws of the Registrant (incorporated herein by reference to
                 the Registrant's Form 10-K for the fiscal year ended October 31,
                 1998, filed on January 28, 1999)
  
   4.3           Rights Agreement dated as of March 18, 1998 between the
                 Registrant and BankBoston, N.A., as Rights Agent (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).
  
   4.4           Analog Devices, Inc. Deferred Compensation Plan (incorporated
                 herein by reference to the Registrant's Form S-8 filed on
                 December 8, 1995, as amended by Post-Effective Amendment No. 1 to
                 Form S-8 filed on April 15, 1997 and Post-Effective Amendment No.
                 2 to Form S-8 filed on November 12, 1997; by reference to the
                 Registrant's Form S-8 filed on March 19, 1998; and by reference
                 to the Registrant's Form S-8 filed on September 14, 1999
  
   5             Opinion of Hale and Dorr LLP
  
  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)
  
  
  
  
                                         5
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text: 1
  
        As filed with the Securities and Exchange Commission on June 27, 2000
  
                                                             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 Number)
  
            ONE TECHNOLOGY WAY
          NORWOOD, MASSACHUSETTS                                02062-9106
  (Address of Principal Executive Offices)                      (Zip Code)
  
                                ANALOG DEVICES, INC.
                             DEFERRED COMPENSATION 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 be      Amount to be        Proposed maximum            Amount of
  registered(1)                  registered(1)      aggregate offering        registration fee
  --------------------------------------------------------------------------------------------
  Deferred Compensation
     Obligations                  $200,000,000          $200,000,000              $52,800
  --------------------------------------------------------------------------------------------
  (1)  The Deferred Compensation Obligations are unsecured obligations of Analog
       Devices, Inc. to pay deferred compensation in the future in accordance with
       the terms of the Analog Devices, Inc. Deferred Compensation Plan.
  
  (2)  Estimated solely for the purpose of calculating the registration fee in
       accordance with Rule 457(h) of the Securities Act of 1933, as amended.
  2
                       STATEMENT OF INCORPORATION BY REFERENCE
  
           This Registration Statement on Form S-8 incorporates by reference the
  contents of the Registration Statement on Form S-8 (File No. 033-64849) filed by
  the Registrant on December 8, 1995, relating to the Registrant's Deferred
  Compensation Plan, as amended by Post-Effective Amendment No. 1 to S-8 filed by
  the Registrant on April 15, 1997 and Post-Effective Amendment No. 2 to Form S-8
  filed by the Registrant on November 12, 1997; incorporates by reference the
  contents of the Registration Statement on Form S-8 (File No. 333-48243) filed by
  the Registrant on March 19, 1998; and incorporates by reference the contents of
  the Registration Statement on Form S-8 (File 333-87055) filed by the Registrant
  on September 14, 1999.
  
                                         2
  3
  
                                     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 27
  day of June, 2000.
  
                                                  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 Ray Stata, Jerald G. Fishman, 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 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       June 27, 2000
  ------------------------------    Officer and Director
  JERALD G. FISHMAN                (Principal Executive Officer)
  
  /s/ Ray Stata                     Chairman of the
  ------------------------------    Board and Director               June 27, 2000
  RAY STATA
  
  /s/ Joseph E. McDonough           Vice President-Finance           June 27, 2000
  ------------------------------    and Chief Financial
  JOSEPH E. MCDONOUGH               Officer (Principal Financial
                                    and Accounting Officer)
  
  /s/ John L. Doyle                 Director                         June 27, 2000
  ------------------------------
  JOHN L. DOYLE
  
  /s/ Charles O. Holliday, Jr.      Director                         June 27, 2000
  ------------------------------
  CHARLES O. HOLLIDAY, JR.
  
  /s/ Joel Moses                    Director                         June 27, 2000
  ------------------------------
  JOEL MOSES
  
                                         3
  4
  
                                    Director                         June __, 2000
  ------------------------------
  F. GRANT SAVIERS
  
  /s/ Lester C. Thurow              Director                         June 27, 2000
  ------------------------------
  LESTER C. THUROW
  
                                         4
  5
                                    EXHIBIT INDEX
  
  Exhibit
  Number         Description
  ------         -----------
  
   4.1           Restated Articles of Organization of Analog Devices, Inc., as
                 amended (incorporated herein by reference to the Registrant's
                 Form 10-Q, filed on March 15, 1999)
  
   4.2           By-Laws of the Registrant (incorporated herein by reference to
                 the Registrant's Form 10-K for the fiscal year ended October 31,
                 1998, filed on January 28, 1999)
  
   4.3           Rights Agreement dated as of March 18, 1998 between the
                 Registrant and BankBoston, N.A., as Rights Agent (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).
  
   4.4           Analog Devices, Inc. Deferred Compensation Plan (incorporated
                 herein by reference to the Registrant's Form S-8 filed on
                 December 8, 1995, as amended by Post-Effective Amendment No. 1 to
                 Form S-8 filed on April 15, 1997 and Post-Effective Amendment No.
                 2 to Form S-8 filed on November 12, 1997; by reference to the
                 Registrant's Form S-8 filed on March 19, 1998; and by reference
                 to the Registrant's Form S-8 filed on September 14, 1999
  
   5             Opinion of Hale and Dorr LLP
  
  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)
  
                                         5