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 her 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)
  
                                ANALOG DEVICES, INC.
                               1998 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>
  ----------------------------------------------------------------------------------------------------------------
                                                        Proposed Maximum     Proposed Maximum
    Title of Securities to be         Amount to be       Offering Price         Aggregate           Amount of
           Registered                  Registered          Per Share          Offering Price      Registration Fee
  ----------------------------------------------------------------------------------------------------------------
  <S>                              <C>                     <C>               <C>                     <C>
  Common Stock, $.16 2/3 par
  value per share                  34,000,000 shares       $93.09(1)         $3,132,420,000(1)       $826,958.88
  ----------------------------------------------------------------------------------------------------------------
  </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
       June 26, 2000 in accordance with Rules 457(c) and 457(h) of the Securities
       Act of 1933.
  
  
  
  
  
  <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. 333-47787) filed by the
  Registrant on March 11, 1998, relating to the Registrant's 1998 Stock Option
  Plan.
  
  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.
  
  
  
  
  
                                        -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 27th
  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 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 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
  
  
  
                                        -3-
  <PAGE>   4
  
          SIGNATURE                        TITLE                        DATE
  
  
  /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
  
  
                                   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).
  
   5.1           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 of this
                 Registration Statement)
  
  
  
  
                                        -5-
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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": "333-40222", "film-number": "661911"}, "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 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 her 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)
  
                                ANALOG DEVICES, INC.
                               1998 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
  ----------------------------------------------------------------------------------------------------------------
                                                        Proposed Maximum     Proposed Maximum
    Title of Securities to be         Amount to be       Offering Price         Aggregate           Amount of
           Registered                  Registered          Per Share          Offering Price      Registration Fee
  ----------------------------------------------------------------------------------------------------------------
  Common Stock, $.16 2/3 par
  value per share                  34,000,000 shares       $93.09(1)         $3,132,420,000(1)       $826,958.88
  ----------------------------------------------------------------------------------------------------------------
  (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
       June 26, 2000 in accordance with Rules 457(c) and 457(h) of the Securities
       Act of 1933.
  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. 333-47787) filed by the
  Registrant on March 11, 1998, relating to the Registrant's 1998 Stock Option
  Plan.
  
  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.
  
                                        -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 27th
  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 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 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
  
                                        -3-
  4
  
          SIGNATURE                        TITLE                        DATE
  
  /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
  
                                   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).
  
   5.1           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 of this
                 Registration Statement)
  
                                        -5-