content: <PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996
                                                      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 issuer 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, MA                        02062-9106
  (Address of Principal Executive Offices)               (Zip Code)
       
                           THE INVESTMENT PARTNERSHIP PLAN
                              (Full title of the plan)
       
                      Paul P. Brountas, Esq., c/o Hale and Dorr
                    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)
       
  <TABLE>
  <CAPTION>
                                CALCULATION OF REGISTRATION FEE
  - --------------------------------------------------------------------------------------       
                                                           Proposed
       Title of                           Proposed          Maximum
      Securities          Amount           Maximum         Aggregate          Amount of
        to be             to be         Offering Price     Offering         Registration
     Registered (1)     Registered       Per Share (2)     Price (2)           Fee (2)
  - --------------------------------------------------------------------------------------
  <S>               <C>                 <C>              <C>                <C>
   Common                                                           
   Stock,           3,000,000 Shares        $18.375      $55,125,000.00      $19,008.62
   $.16 2/3                                                         
  - --------------------------------------------------------------------------------------       
  </TABLE>
                                                                    
    
           (1) There may also be offered shares of Common Stock of the Registrant
  which may be issued to participants in The Investment Partnership Plan by reason
  of future stock dividends, exchange rights or stock splits. In addition,
  pursuant to Rule 416(c) of the Securities Act of 1933, this registration
  statement also covers an indeterminate amount of interests to be offered or sold
  under The Investment Partnership Plan.
    
           (2) Estimated solely for the purpose of calculating the registration
  fee in accordance with sections (c) and (h) of Rule 457 of the Securities Act of
  1933, as amended, and based on the average of the high and low sale prices of
  the Common Stock on the New York Stock Exchange on July 16, 1996.
    
  
  
                                     Page 1 of 8
                                Exhibit Index on Page
  <PAGE>   2
                       Statement of Incorporation by Reference
           
          This Registration Statement on Form S-8 incorporates by reference the
  contents of the Registration Statements listed below relating to the
  Registrant's employee benefit plans formerly entitled The Investment
  Partnership Plan ("TIP I") and the Choice Pay Plan ("Choice I"). TIP I was
  merged into Choice I which was renamed The Investment Partnership Plan which is
  referred to herein as "The Investment Partnership Plan (formerly the Choice Pay
  Plan)." The following Registration Statements are incorporated herein: (i) a
  Registration Statement on Form S-8, File No. 2-95495 (relating to TIP I), (ii)
  a Registration Statement on Form S-8, File No. 33-2502 (relating to TIP I),
  (iii) a Registration Statement on Form S-8, File No. 33-43128 (relating to
  Choice I), and (iv) the Annual Report of The Investment Partnership Plan
  (formerly the Choice Pay Plan) on Form 11-K for the year ended December 31,
  1995.
           
  
  
                                     Page 2 of 8
  <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 19th
  day of July, 1996.
           
           
                                         ANALOG DEVICES, INC.
           
           
           
                                         By:  /s/ Ray Stata                 
                                              -----------------------------------
                                              Ray Stata
                                              Chairman of the Board
                                              and Chief Executive Officer
           
           
  
                                     Page 3 of 8
  <PAGE>   4
                                  POWER OF ATTORNEY
           
           We, the undersigned officers and directors of Analog Devices, Inc.,
  hereby severally constitute and appoint Ray Stata, Jerald G. Fishman and Joseph
  E. McDonough, 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.
           
           Witness our hands and common seal on the date set forth below.
           
           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>
  (i)  Principal Executive
       Officers
  
  
  /s/ Ray Stata                 Chairman of the Board         )
  - ------------------------
      Ray Stata                 Chief Executive Officer,      )
                                and Director                  )     July 19, 1996
                                                              )
                                                              )
                                                              )
  /s/ Jerald G. Fishman         President, Chief Operating    )
  - ------------------------
      Jerald G. Fishman         Officer and Director          )
                                                              )
                                                              )
                                                              )
  </TABLE>
  
  
  
                                     Page 4 of 8
  <PAGE>   5
  <TABLE>
  <S>                           <C>                           <C>
  (ii) Principal Financial                                    )
         Officer and Principal                                )
         Accounting Officer                                   )
                                                              )
                                                              )
                                                              )
  /s/ Joseph E. McDonough       Vice President-Finance        )
  - ---------------------------   and Chief Financial           )
      Joseph E. McDonough       Officer                       )    July 19, 1996
                                                              )
                                                              )
                                                              )
                                                              )
  (iii) Board of Directors                                    )
                                                              )
                                                              )
                                                              )
  /s/ John L. Doyle             Director                      )
  - ---------------------------                                 )
      John L. Doyle                                           )
                                                              )
                                                              )
                                                              )
  /s/ Samuel H. Fuller          Director                      )    July 19, 1996
  - ---------------------------                                 )
      Samuel H. Fuller                                        )
                                                              )
                                                              )
                                                              )
  /s/ Philip L. Lowe            Director                      )
  - ---------------------------                                 )
      Philip L. Lowe                                          )
                                                              )
                                                              )
                                                              )
  /s/ Gordon C. McKeague        Director                      )
  - ---------------------------                                 )
      Gordon C. McKeague                                      )
                                                              )
                                                              )
                                                              )
  /s/ Joel Moses                Director                      )
  - ---------------------------                                 )
      Joel Moses                                              )    
                                                              )
                                                              )
  /s/Lester C. Thurow           Director                      )
  - ---------------------------                                 )
     Lester C. Thurow                                         )
  </TABLE>
  
  
  
  
                                     Page 5 of 8
  <PAGE>   6
                                    EXHIBIT INDEX
           
  <TABLE>
  <CAPTION>
  Exhibit
  Number                             Description
  - -------                            -----------         
  <S>      <C>
  4.01     Restated Articles of Organization of the Registrant, as amended
           (incorporated herein by reference to the Registrant's Form S-8, dated
           as of May 30, 1996).
           
  4.02     By-Laws of the Registrant, as amended (incorporated herein by reference
           to the Registrant's Form 10-K for the fiscal year ended October 31,
           1992).
           
  4.03     Rights Agreement, as amended, between the Registrant and The First
           National Bank of Boston, as Rights Agent (incorporated herein by
           reference to a Form 8 filed on June 27, 1989 amending the Registration
           Statement on Form 8-A relating to Common Stock Purchase Rights).
           
  5.01     Opinion of Hale and Dorr.
           
  23.01    Consent of Hale and Dorr (included in Exhibit 5.01).
           
  23.02    Consent of Ernst & Young LLP.
                     
  24.01    Powers of Attorney (included on pages 4-5).
  </TABLE>
           
           
  
                                     Page 6 of 8
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "ANALOG DEVICES", "secsgml_size_bytes": 12477}]
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": "333-08493", "film-number": "96596986"}, "business-address": {"street1": "ONE TECHNOLOGY WAY", "city": "NORWOOD", "state": "MA", "zip": "02062", "phone": "6173294700"}}
text: 1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996
                                                      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 issuer 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, MA                        02062-9106
  (Address of Principal Executive Offices)               (Zip Code)
       
                           THE INVESTMENT PARTNERSHIP PLAN
                              (Full title of the plan)
       
                      Paul P. Brountas, Esq., c/o Hale and Dorr
                    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
       Title of                           Proposed          Maximum
      Securities          Amount           Maximum         Aggregate          Amount of
        to be             to be         Offering Price     Offering         Registration
     Registered (1)     Registered       Per Share (2)     Price (2)           Fee (2)
  - --------------------------------------------------------------------------------------
  Common                                                           
   Stock,           3,000,000 Shares        $18.375      $55,125,000.00      $19,008.62
   $.16 2/3                                                         
  - --------------------------------------------------------------------------------------
  (1) There may also be offered shares of Common Stock of the Registrant
  which may be issued to participants in The Investment Partnership Plan by reason
  of future stock dividends, exchange rights or stock splits. In addition,
  pursuant to Rule 416(c) of the Securities Act of 1933, this registration
  statement also covers an indeterminate amount of interests to be offered or sold
  under The Investment Partnership Plan.
    
           (2) Estimated solely for the purpose of calculating the registration
  fee in accordance with sections (c) and (h) of Rule 457 of the Securities Act of
  1933, as amended, and based on the average of the high and low sale prices of
  the Common Stock on the New York Stock Exchange on July 16, 1996.
    
  
                                     Page 1 of 8
                                Exhibit Index on Page
  2
                       Statement of Incorporation by Reference
           
          This Registration Statement on Form S-8 incorporates by reference the
  contents of the Registration Statements listed below relating to the
  Registrant's employee benefit plans formerly entitled The Investment
  Partnership Plan ("TIP I") and the Choice Pay Plan ("Choice I"). TIP I was
  merged into Choice I which was renamed The Investment Partnership Plan which is
  referred to herein as "The Investment Partnership Plan (formerly the Choice Pay
  Plan)." The following Registration Statements are incorporated herein: (i) a
  Registration Statement on Form S-8, File No. 2-95495 (relating to TIP I), (ii)
  a Registration Statement on Form S-8, File No. 33-2502 (relating to TIP I),
  (iii) a Registration Statement on Form S-8, File No. 33-43128 (relating to
  Choice I), and (iv) the Annual Report of The Investment Partnership Plan
  (formerly the Choice Pay Plan) on Form 11-K for the year ended December 31,
  1995.
           
  
                                     Page 2 of 8
  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 19th
  day of July, 1996.
           
           
                                         ANALOG DEVICES, INC.
           
           
           
                                         By:  /s/ Ray Stata                 
                                              -----------------------------------
                                              Ray Stata
                                              Chairman of the Board
                                              and Chief Executive Officer
           
           
  
                                     Page 3 of 8
  4
                                  POWER OF ATTORNEY
           
           We, the undersigned officers and directors of Analog Devices, Inc.,
  hereby severally constitute and appoint Ray Stata, Jerald G. Fishman and Joseph
  E. McDonough, 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.
           
           Witness our hands and common seal on the date set forth below.
           
           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
       ---------                       -----                            ----
  (i)  Principal Executive
       Officers
  
  /s/ Ray Stata                 Chairman of the Board         )
  - ------------------------
      Ray Stata                 Chief Executive Officer,      )
                                and Director                  )     July 19, 1996
                                                              )
                                                              )
                                                              )
  /s/ Jerald G. Fishman         President, Chief Operating    )
  - ------------------------
      Jerald G. Fishman         Officer and Director          )
                                                              )
                                                              )
                                                              )
  Page 4 of 8
  5
  (ii) Principal Financial                                    )
         Officer and Principal                                )
         Accounting Officer                                   )
                                                              )
                                                              )
                                                              )
  /s/ Joseph E. McDonough       Vice President-Finance        )
  - ---------------------------   and Chief Financial           )
      Joseph E. McDonough       Officer                       )    July 19, 1996
                                                              )
                                                              )
                                                              )
                                                              )
  (iii) Board of Directors                                    )
                                                              )
                                                              )
                                                              )
  /s/ John L. Doyle             Director                      )
  - ---------------------------                                 )
      John L. Doyle                                           )
                                                              )
                                                              )
                                                              )
  /s/ Samuel H. Fuller          Director                      )    July 19, 1996
  - ---------------------------                                 )
      Samuel H. Fuller                                        )
                                                              )
                                                              )
                                                              )
  /s/ Philip L. Lowe            Director                      )
  - ---------------------------                                 )
      Philip L. Lowe                                          )
                                                              )
                                                              )
                                                              )
  /s/ Gordon C. McKeague        Director                      )
  - ---------------------------                                 )
      Gordon C. McKeague                                      )
                                                              )
                                                              )
                                                              )
  /s/ Joel Moses                Director                      )
  - ---------------------------                                 )
      Joel Moses                                              )    
                                                              )
                                                              )
  /s/Lester C. Thurow           Director                      )
  - ---------------------------                                 )
     Lester C. Thurow                                         )
  Page 5 of 8
  6
                                    EXHIBIT INDEX
  Exhibit
  Number                             Description
  - -------                            -----------
  4.01     Restated Articles of Organization of the Registrant, as amended
           (incorporated herein by reference to the Registrant's Form S-8, dated
           as of May 30, 1996).
           
  4.02     By-Laws of the Registrant, as amended (incorporated herein by reference
           to the Registrant's Form 10-K for the fiscal year ended October 31,
           1992).
           
  4.03     Rights Agreement, as amended, between the Registrant and The First
           National Bank of Boston, as Rights Agent (incorporated herein by
           reference to a Form 8 filed on June 27, 1989 amending the Registration
           Statement on Form 8-A relating to Common Stock Purchase Rights).
           
  5.01     Opinion of Hale and Dorr.
           
  23.01    Consent of Hale and Dorr (included in Exhibit 5.01).
           
  23.02    Consent of Ernst & Young LLP.
                     
  24.01    Powers of Attorney (included on pages 4-5).
  Page 6 of 8