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 1988 STOCK OPTION PLAN
  - --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                      Paul P. Brountas, Esq., c/o Hale and Dorr
                    60 State Street, Boston, Masssachusetts 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>
        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,     6,900,000        $28.25      $194,925,000  $67,215.52
   $.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 (i) a Registration Statement on Form S-8, File No. 33-22605, (ii) a
  Registration Statement on Form S-8, File No. 33-39852 and (iii) a Registration
  Statement on Form S-8, File No. 33-60642, such Registration Statements relating
  to the Registrant's 1988 Stock Option 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.
  
       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
  
  
  <PAGE>   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
  
  <PAGE>   6
  
                                    EXHIBIT INDEX
  
           Exhibit
           Number                   Description
           -------                  -----------
  
            4.01          Restated Articles of Organization of the
                          Registrant, as amended.
  
            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
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "ANALOG DEVICES, INC AMENDED 1988 STOCK OPTION PLAN", "secsgml_size_bytes": 11754}]
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": "333-04821", "film-number": "96574826"}, "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 1988 STOCK OPTION PLAN
  - --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                      Paul P. Brountas, Esq., c/o Hale and Dorr
                    60 State Street, Boston, Masssachusetts 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                       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,     6,900,000        $28.25      $194,925,000  $67,215.52
   $.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 (i) a Registration Statement on Form S-8, File No. 33-22605, (ii) a
  Registration Statement on Form S-8, File No. 33-39852 and (iii) a Registration
  Statement on Form S-8, File No. 33-60642, such Registration Statements relating
  to the Registrant's 1988 Stock Option 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.
  
            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