content: <PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 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)
  
                         AMENDED 1991 RESTRICTED STOCK 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>
                                    CALCULATION OF REGISTRATION FEE
  <CAPTION>
  
  - ---------------------------------------------------------------------------------------------------
                                                                         Proposed
       Title of                                   Proposed                Maximum
      Securities           Amount to              Maximum                Aggregate         Amount of
        to be                 be               Offering Price            Offering        Registration
      Registered          Registered           Per Share (1)             Price (1)          Fee (1)
  - ---------------------------------------------------------------------------------------------------
  <S>                       <C>                    <C>                  <C>                <C>
  Common Stock,             450,000                $28.25               $12,712,500        $4,383.62
  $.16 2/3 par value        Shares
  - ---------------------------------------------------------------------------------------------------
  
  <FN>
  
       (1) 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 May
  24, 1996.
  </TABLE>
  
                                     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 a Registration Statement on Form S-8, File No. 33-39851, relating to
  the Registrant's 1991 Restricted Stock Plan.
  
  
  
  
  
  
                                     Page 2 of 8
                                Exhibit Index on Page
  
  
  <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 29th
  day of May, 1996.
  
  
                                     ANALOG DEVICES, INC.
  
                                     By: /s/ Ray Stata
                                         ------------------------------------
                                         Ray Stata
                                         Chairman of the Board
                                         and Chief Executive officer
  
  
  
  
                                  Page 3 of 8 Pages
  
  
  <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.
  
  <TABLE>
       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.
  <CAPTION>
  
       Signature                       Title                         Date
       ---------                       -----                         ----
  
   <S>                                 <C>                           <C>
   (i) Principal Executive
       Officers
  
   /s/ Ray Stata                       Chairman of the Board      )
   ----------------------------        Chief Executive Officer,   )               
       Ray Stata                       and Director               )  May 29, 1996 
                                                                  )               
                                                                  )               
                                                                  )               
   /s/ Jerald G. Fishman               President, Chief Operating )               
   ----------------------------        Officer and Director       )               
       Jerald G. Fishman                                          )               
                                                                  )               
                                                                  )               
  </TABLE>
  
  
                                  Page 4 of 8 Pages
  
  
  <PAGE>   5
  <TABLE>
   <S>                                 <C>                           <C>
   (ii) Principal Financial                                       )
   Officer and Principal                                          )
   Accounting Officer                                             )
                                                                  )
                                                                  )
                                                                  )
   /s/ Joseph E. McDonough             Vice President-Finance     )
  - -----------------------------        and Chief Financial        )  May 29, 1996
       Joseph E. McDonough             Officer                    )
                                                                  )
                                                                  )
                                                                  )
   (iii) Board of Directors                                       )
                                                                  )
                                                                  )
                                                                  )
   /s/ John L. Doyle                                    Director  )
  - -----------------------------                                   )
       John L. Doyle                                              )
                                                                  )
                                                                  )
   /s/ Samuel H. Fuller                                 Director  )  May 29, 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 Pages
  
  
  <PAGE>   6
  
  <TABLE>
                                    EXHIBIT INDEX
  <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 the date hereof, whereby the Registrant
                     registered 6,900,000 shares of its Common Stock for issuance
                     under its Amended 1988 Stock Option Plan).
  
    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 Pages
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "ANALOG DEVICES-AMENDED 1991 RESTRICTED STOCK PLAN", "secsgml_size_bytes": 11807}]
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": "333-04819", "film-number": "96574823"}, "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 MAY 30, 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)
  
                         AMENDED 1991 RESTRICTED STOCK 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 to              Maximum                Aggregate         Amount of
        to be                 be               Offering Price            Offering        Registration
      Registered          Registered           Per Share (1)             Price (1)          Fee (1)
  - ---------------------------------------------------------------------------------------------------
  Common Stock,             450,000                $28.25               $12,712,500        $4,383.62
  $.16 2/3 par value        Shares
  - ---------------------------------------------------------------------------------------------------
  (1) 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 May
  24, 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 a Registration Statement on Form S-8, File No. 33-39851, relating to
  the Registrant's 1991 Restricted Stock Plan.
  
                                     Page 2 of 8
                                Exhibit Index on 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 29th
  day of May, 1996.
  
                                     ANALOG DEVICES, INC.
  
                                     By: /s/ Ray Stata
                                         ------------------------------------
                                         Ray Stata
                                         Chairman of the Board
                                         and Chief Executive officer
  
                                  Page 3 of 8 Pages
  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      )
   ----------------------------        Chief Executive Officer,   )               
       Ray Stata                       and Director               )  May 29, 1996 
                                                                  )               
                                                                  )               
                                                                  )               
   /s/ Jerald G. Fishman               President, Chief Operating )               
   ----------------------------        Officer and Director       )               
       Jerald G. Fishman                                          )               
                                                                  )               
                                                                  )
  Page 4 of 8 Pages
  5
  (ii) Principal Financial                                       )
   Officer and Principal                                          )
   Accounting Officer                                             )
                                                                  )
                                                                  )
                                                                  )
   /s/ Joseph E. McDonough             Vice President-Finance     )
  - -----------------------------        and Chief Financial        )  May 29, 1996
       Joseph E. McDonough             Officer                    )
                                                                  )
                                                                  )
                                                                  )
   (iii) Board of Directors                                       )
                                                                  )
                                                                  )
                                                                  )
   /s/ John L. Doyle                                    Director  )
  - -----------------------------                                   )
       John L. Doyle                                              )
                                                                  )
                                                                  )
   /s/ Samuel H. Fuller                                 Director  )  May 29, 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 Pages
  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 the date hereof, whereby the Registrant
                     registered 6,900,000 shares of its Common Stock for issuance
                     under its Amended 1988 Stock Option Plan).
  
    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 Pages