content: <PAGE>   1
   
    As filed with the Securities and Exchange Commission on December 8, 1995
                                                   Registration No. 33-
  
  - --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                              ANALOG DEVICES, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)
  
          MASSACHUSETTS                                            04-2348234    
  - -------------------------------                              -------------------
  (State or other jurisdiction of                               (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
              ONE TECHNOLOGY WAY, NORWOOD, MASSACHUSETTS 02062-9106
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)
  
                              ANALOG DEVICES, INC.
                           DEFERRED COMPENSATION PLAN
                           --------------------------
                            (Full title of the Plan)
  
             PAUL P. BROUNTAS ESQ., HALE AND DORR, 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>
  Title of Securities        Amount           Proposed           Amount of 
        to be                to be        Maximum Aggregate     Registration
     Registered(1)         Registered(1)  Offering Price(2)         Fee       
  - --------------------------------------------------------------------------------
  <S>                        <C>                <C>               <C>
  Deferred Compensation                                                    
    Obligations              $20,000,000        $20,000,000       $6,896.55
  ================================================================================
  <FN>
          (1)  The Deferred Compensation Obligations are unsecured obligations of
  Analog Devices, Inc. to pay deferred compensation in the future in accordance
  with the terms of the Analog Devices, Inc. Deferred Compensation Plan.
  
          (2)  Estimated solely for the purpose of calculating the registration
  fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
  </TABLE>
  
                               Page 1 of 29 pages.
                           Exhibit Index is on page 12.
  <PAGE>   2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
          Item 1.   Plan Information.  
                    -----------------
  
          The information required by Part I is included in documents sent or
  given to participants in the Analog Devices, Inc. (the "Registrant") Deferred
  Compensation Plan (the "Deferral Plan"), pursuant to Rule 428(b)(1) of the
  Securities Act of 1933 (as amended, the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
          Item 3.  Incorporation of Certain Documents by Reference. 
                   ------------------------------------------------
  
          The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934 (as amended, the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission.  The following documents, which are on file with the Securities and
  Exchange Commission, are incorporated in this Registration Statement by
  reference:
  
                  (a)  The Registrant's latest annual report filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
          filed pursuant to Rule 424(b) under the Securities Act that contains
          audited financial statements for the Registrant's latest fiscal year for
          which such statements have been filed.
  
                  (b)  All other reports filed pursuant to Section 13(a) or 15(d)
          of the Exchange Act since the end of the fiscal year covered by the
          Registrant document referred to in (a) above.
  
                  All documents subsequently filed by the Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
          filing of a post-effective amendment which indicates that all securities
          offered hereby have been sold or which deregisters all such securities
          then remaining unsold, shall be deemed to be incorporated by reference
          herein and to be part hereof from the date of the filing of such
          documents.
  
  
  
  
  
  
  
                                           -2-
  <PAGE>   3
          Item 4.  Description of Securities.
                   --------------------------
  
          Under the Deferral Plan, the Registrant will provide a select group of
  highly compensated or management employees  (the "Eligible Employees") the
  opportunity to enter into agreements for the deferral of a specified percentage
  of their cash compensation. The obligations of the Registrant under such
  agreements (the "Obligations") will be unfunded and unsecured general
  obligations of the Registrant to pay in the future the value of the deferred
  compensation and Registrant contributions adjusted to reflect the performance,
  whether positive or negative, of selected investment measurement options, chosen
  by each participant, during the deferral period in accordance with the terms of
  the Deferral Plan.
  
          The Deferral Plan will be administered by the members of the
  Compensation Committee of the Board of Directors who are not participants in the
  Deferral Plan.  The Compensation Committee has delegated its administrative
  functions which do not affect officers to a committee of three officers
  designated by the Board. The Compensation Committee may from time to time 
  adopt rules and procedures governing the Deferral Plan and shall have the 
  authority to give interpretive rulings with respect to the Deferral Plan. 
  
          An Eligible Employee may elect to defer all or a portion of his or her
  compensation. The amount of compensation to be deferred by each participant will
  be determined in accordance with the Deferral Plan based on elections by the
  participant.  Participants may elect to defer any percentage of salary and any
  percentage of bonus up to 100%. 
  
          The Obligations for each participant will equal the balance in a
  bookkeeping reserve account established for such participant.  The investment
  earnings credited to such account will be indexed to one or more mutual funds
  or indices, the type of which will be individually chosen by each participant
  from a list of types of investment media.  Each participant's deferred
  compensation account will be adjusted to reflect contributions by the
  Registrant and the investment experience of the selected mutual funds or
  indices, including any appreciation or depreciation. The Registrant is not
  required to actually invest the deferred compensation in the types of funds
  specified by participants.  However, the Registrant may establish a trust,
  which may be a grantor trust for federal income tax purposes, to make such
  investments to assist the Registrant in meeting the Obligations.
  
  
  
  
  
  
                                           -3-
  <PAGE>   4
  
          The Obligations will be distributed by the Registrant in accordance with
  the terms of the Deferral Plan and upon a payment plan selected by each
  participant.  Upon a determination by the Committee that a participant has
  suffered an unforeseeable financial emergency, the Committee may direct the
  Registrant to pay such participant an amount necessary to meet the emergency,
  but not exceeding the aggregate balance of the participant's deferral account.
  
          A participant's right or the right of any other person to the
  Obligations cannot be assigned or transferred in any manner or be subject to
  alienation, anticipation, sale, pledge, encumbrance or other legal process.  If
  any Participant attempts to transfer, assign, alienate, anticipate, sell,
  pledge or otherwise encumber his or her benefit under the Deferral Plan, the
  Committee may terminate his or her interest in any such benefit to the extent
  the Committee considers necessary or advisable to prevent or limit the effect
  of such occurrence.  The Obligations are not convertible into another security
  of the Registrant. The Obligations will not have the benefit of a negative
  pledge or any other affirmative or negative covenant on the part of the
  Registrant.  
  
          The Registrant may at any time amend, suspend or reinstate any or all of
  the provisions of the Deferral Plan, except that no such amendment, suspension
  or reinstatement may adversely affect any participant's deferral account as it 
  existed as of the day before the effective date of such amendment, suspension or
  reinstatement, without such participant's prior written consent.  The Registrant
  may terminate the Deferral Plan at any time and for any reason whatsoever;
  provided, however, that a termination of the Deferral Plan may not adversely
  affect the value of a participant's deferral account as it existed as of the
  effective date of such termination without the participant's prior written 
  consent.
  
  
  
  
  
  
  
                                           -4-
  <PAGE>   5
          Item 5.  Interests of Named Experts and Counsel.  
                   ---------------------------------------
  
          The validity of the securities hereby registered will be passed upon by
  Hale and Dorr, Boston, Massachusetts.  Paul P. Brountas, Esq., a partner of Hale
  and Dorr, serves as Clerk to the Registrant.
  
          Item 6.  Indemnification of Directors and Officers.
                   ------------------------------------------
  
          Article 6A of the Registrant's Articles of Organization, as amended (the
  "Articles of Organization") provides for indemnification of directors and
  officers to the full extent permitted under Massachusetts law.  Section 67 of
  Chapter 156B of the Massachusetts General Laws provides that a corporation has
  the power to indemnify a director, officer, employee or agent of the corporation
  and certain other persons serving at the request of the corporation and certain
  other persons serving at the request of the corporation in related capacities
  against amounts paid and expenses incurred in connection with an action or
  proceeding to which he is or is threatened to be made a party by reason of such
  position, if such person shall have acted in good faith and in a manner he
  reasonably believed to be in the best interests of the corporation, provided
  that, no indemnification shall be made with respect to any matter as to which
  such person shall have been adjudged not to be entitled to indemnification under
  Section 67.
  
          Article 6A also provides for indemnification of directors and officers
  of the Registrant against liabilities and expenses in connection with any legal
  proceedings to which they may be made a party or with which they may become
  involved or threatened by reason of having been an officer or director of the
  Registrant or of any other organization at the request of the Registrant.
  Article 6A generally provides that a director or officer of the Registrant (i)
  shall be indemnified by the Registrant for all expenses of such legal
  proceedings unless he has been adjudicated not to have acted in good faith in
  the reasonable belief that his action was in the best interests of the
  Registrant, and (ii) shall be indemnified by the Registrant for the expenses,
  judgments, fines and amounts paid in settlement and compromise of such
  proceedings.  No indemnification will be made to cover costs of settlements and
  compromises if the Board determines by a majority vote of a quorum consisting of
  disinterested directors (or, if such quorum is not obtainable, by a majority of
  the disinterested directors of the Registrant), that such settlement or
  compromise is not in the best interests of the Registrant.
  
  
  
  
                                           -5-
  <PAGE>   6
  
  
          Article 6A permits the payment by the Registrant of expenses incurred in
  defending a civil or criminal action in advance of its final disposition,
  subject to receipt of an undertaking by the indemnified person to repay such
  payment if it is ultimately determined that such person is not entitled to
  indemnification under the Articles of Organization.  No advance may be made if
  the Board of Directors determines, by a majority vote of a quorum consisting of
  disinterested directors (or, if such quorum is not obtainable, by a majority of
  the disinterested directors of the Registrant), that such person did not act in
  good faith in the reasonable belief that his action was in the best interest of
  the Registrant.
  
          Article 6D of the Registrant's Articles of Organization provides that no
  director shall be liable to the Registrant or its stockholders for monetary
  damages for breach of his fiduciary duty as a director, except for liability (i)
  for any breach of the director's duty of loyalty to the Registrant or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) under Section 61 or
  62 of Chapter 156B, or (iv) for any transaction from which the director derived
  an improper personal benefit.
  
          Section 8.4 of the Deferral Plan provides that the Registrant shall
  indemnify and hold harmless the members of the Committee and their duly
  appointed agents against any and all claims, loss, damage, expense or liability
  arising from any action or failure to act with respect to the Deferral Plan,
  except in the case of gross negligence or willful misconduct by any such member
  or agent.
  
          The Registrant has directors and officers liability insurance for the
  benefit of its directors and officers.
  
          Item 7.   Exemption From Registration Claimed.
                    ------------------------------------
  
          Not applicable.
  
          Item 8.   Exhibits.
                    ---------
  
          The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  
  
  
  
  
  
  
                                           -6-
  <PAGE>   7
  
          Item 9.   Undertakings.
                    -------------
  
          1.   The Registrant hereby undertakes:
  
                  (a)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration Statement to
          include any material information with respect to the plan of
          distribution not previously disclosed in this Registration Statement or
          any material change to such information in this Registration Statement.
  
                  (b)  That, for the purpose of determining any liability under
          the Securities Act, each such post-effective amendment shall be deemed
          to be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.
  
                  (c)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold at
          the termination of the offering.
  
          2.   The Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in this Registration Statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be in the initial bona fide offering
  thereof.
  
          3.   Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  
  
                                           -7-
  <PAGE>   8
  
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act and will be governed by the final adjudication of such issue.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                           -8-
  <PAGE>   9
  
                                    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    
  day of December, 1995.
  
                                          ANALOG DEVICES, INC.
  
  
  
                                          By:  /S/ RAY STATA              
                                               ------------------------------
                                               Ray Stata
                                               Chairman of the Board
                                               and Chief Executive Officer
  
  
  
                                POWER OF ATTORNEY
  
          We, the undersigned officers and directors of Analog Devices, Inc.,
  hereby severally constitute and appoint Ray Stata, Jerald G. Fishman 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.
  
  
  
  
  
                                           -9-
  <PAGE>   10
  
  <TABLE>
  <CAPTION>                                             
       Signature              Title                            Date
       ---------              -----                            ----
  <S>                         <C>                              <C>
  (i)  Principal Executive                              
       Officers                                         
                                                        
                                                        
                                                        
   /S/ RAY STATA              Chairman of the Board            ) 
  - --------------------------  Chief Executive Officer,         ) December 6, 1995
       Ray Stata              and Director                     )   
                                                               )
                                                               )
                                                               )
   /S/ JERALD G. FISHMAN      President, Chief Operating       )
  - --------------------------  Officer and Director             )
       Jerald G. Fishman                                       )
                                                               )
                                                               )
                                                               )
  (ii) Principal Financial                                     )
       Officer and Principal                                   )
       Accounting Officer                                      )
                                                               )
                                                               )
                                                               )
   /S/ JOSEPH E. MCDONOUGH    Vice President-Finance           ) December 6, 1995
  - --------------------------  and Chief Financial              )   
       Joseph E. McDonough    Officer                          )
                                                               )
                                                               )
                                                               )
  (iii) Board of Directors                                     )
                                                               )
                                                               )
                                                               )
   /S/ JOHN L. DOYLE          Director                         )
  - --------------------------                                   )
       John L. Doyle                                           )
                                                               )
                                                               )
                                                               )
   /S/ SAMUEL H. FULLER       Director                         )
  - --------------------------                                   )
       Samuel H. Fuller                                        )
                                                               )
  </TABLE>                                              
                                                        
  
                                          -10-
  <PAGE>   11
  <TABLE>
  <S>                         <C>                        <C>
                                                         )
                                                         )
   /S/ PHILIP L. LOWE         Director                   )
  - --------------------------                             )
       Philip L. Lowe                                    )
                                                         )
                                                         )
                                                         )
   /S/ GORDON C. MCKEAGUE     Director                   ) December 6, 1995
  - --------------------------                             )
       Gordon C. McKeague                                )
                                                         )
                                                         )
                                                         )
   /S/ LESTER C. THUROW       Director                   ) 
  - --------------------------                             )   
       Lester C. Thurow                                  )
                                                         )
  
  
  
  </TABLE>
  
  
  
  
                                          -11-
  <PAGE>   12
  <TABLE>
                                INDEX TO EXHIBITS
  
  <CAPTION>
  Exhibit 
  Number         Exhibit                                                  Page
  - -------        -------                                                  ----
   <S>      <C>                                                           <C>
    4.1     Analog Devices, Inc. Deferred Compensation Plan
  
    5.1     Opinion of Hale and Dorr                          
  
   23.1     Consent of Hale and Dorr (included in   
            Exhibit 5.1)        
  
   23.2     Consent of Ernst & Young LLP                      
  
   24.1     Powers of Attorney (included on the     
            signature page of this Registration 
            Statement)           
  
  </TABLE>
  
  
  
  
                                          -12-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "ANALOG DEVICES, INC.", "secsgml_size_bytes": 25315}]
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": "033-64849", "film-number": "95600287"}, "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 December 8, 1995
                                                   Registration No. 33-
  
  - --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                              ANALOG DEVICES, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)
  
          MASSACHUSETTS                                            04-2348234    
  - -------------------------------                              -------------------
  (State or other jurisdiction of                               (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
              ONE TECHNOLOGY WAY, NORWOOD, MASSACHUSETTS 02062-9106
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)
  
                              ANALOG DEVICES, INC.
                           DEFERRED COMPENSATION PLAN
                           --------------------------
                            (Full title of the Plan)
  
             PAUL P. BROUNTAS ESQ., HALE AND DORR, 60 STATE STREET,
                           BOSTON, MASSACHUSETTS 02109
             ------------------------------------------------------
                     (Name and address of agent for service)
  
                                 (617) 526-6000
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
                         CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  Title of Securities        Amount           Proposed           Amount of 
        to be                to be        Maximum Aggregate     Registration
     Registered(1)         Registered(1)  Offering Price(2)         Fee       
  - --------------------------------------------------------------------------------
  Deferred Compensation                                                    
    Obligations              $20,000,000        $20,000,000       $6,896.55
  ================================================================================
  (1)  The Deferred Compensation Obligations are unsecured obligations of
  Analog Devices, Inc. to pay deferred compensation in the future in accordance
  with the terms of the Analog Devices, Inc. Deferred Compensation Plan.
  
          (2)  Estimated solely for the purpose of calculating the registration
  fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
  Page 1 of 29 pages.
                           Exhibit Index is on page 12.
  2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
          Item 1.   Plan Information.  
                    -----------------
  
          The information required by Part I is included in documents sent or
  given to participants in the Analog Devices, Inc. (the "Registrant") Deferred
  Compensation Plan (the "Deferral Plan"), pursuant to Rule 428(b)(1) of the
  Securities Act of 1933 (as amended, the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
          Item 3.  Incorporation of Certain Documents by Reference. 
                   ------------------------------------------------
  
          The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934 (as amended, the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission.  The following documents, which are on file with the Securities and
  Exchange Commission, are incorporated in this Registration Statement by
  reference:
  
                  (a)  The Registrant's latest annual report filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
          filed pursuant to Rule 424(b) under the Securities Act that contains
          audited financial statements for the Registrant's latest fiscal year for
          which such statements have been filed.
  
                  (b)  All other reports filed pursuant to Section 13(a) or 15(d)
          of the Exchange Act since the end of the fiscal year covered by the
          Registrant document referred to in (a) above.
  
                  All documents subsequently filed by the Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
          filing of a post-effective amendment which indicates that all securities
          offered hereby have been sold or which deregisters all such securities
          then remaining unsold, shall be deemed to be incorporated by reference
          herein and to be part hereof from the date of the filing of such
          documents.
  
                                           -2-
  3
          Item 4.  Description of Securities.
                   --------------------------
  
          Under the Deferral Plan, the Registrant will provide a select group of
  highly compensated or management employees  (the "Eligible Employees") the
  opportunity to enter into agreements for the deferral of a specified percentage
  of their cash compensation. The obligations of the Registrant under such
  agreements (the "Obligations") will be unfunded and unsecured general
  obligations of the Registrant to pay in the future the value of the deferred
  compensation and Registrant contributions adjusted to reflect the performance,
  whether positive or negative, of selected investment measurement options, chosen
  by each participant, during the deferral period in accordance with the terms of
  the Deferral Plan.
  
          The Deferral Plan will be administered by the members of the
  Compensation Committee of the Board of Directors who are not participants in the
  Deferral Plan.  The Compensation Committee has delegated its administrative
  functions which do not affect officers to a committee of three officers
  designated by the Board. The Compensation Committee may from time to time 
  adopt rules and procedures governing the Deferral Plan and shall have the 
  authority to give interpretive rulings with respect to the Deferral Plan. 
  
          An Eligible Employee may elect to defer all or a portion of his or her
  compensation. The amount of compensation to be deferred by each participant will
  be determined in accordance with the Deferral Plan based on elections by the
  participant.  Participants may elect to defer any percentage of salary and any
  percentage of bonus up to 100%. 
  
          The Obligations for each participant will equal the balance in a
  bookkeeping reserve account established for such participant.  The investment
  earnings credited to such account will be indexed to one or more mutual funds
  or indices, the type of which will be individually chosen by each participant
  from a list of types of investment media.  Each participant's deferred
  compensation account will be adjusted to reflect contributions by the
  Registrant and the investment experience of the selected mutual funds or
  indices, including any appreciation or depreciation. The Registrant is not
  required to actually invest the deferred compensation in the types of funds
  specified by participants.  However, the Registrant may establish a trust,
  which may be a grantor trust for federal income tax purposes, to make such
  investments to assist the Registrant in meeting the Obligations.
  
                                           -3-
  4
  
          The Obligations will be distributed by the Registrant in accordance with
  the terms of the Deferral Plan and upon a payment plan selected by each
  participant.  Upon a determination by the Committee that a participant has
  suffered an unforeseeable financial emergency, the Committee may direct the
  Registrant to pay such participant an amount necessary to meet the emergency,
  but not exceeding the aggregate balance of the participant's deferral account.
  
          A participant's right or the right of any other person to the
  Obligations cannot be assigned or transferred in any manner or be subject to
  alienation, anticipation, sale, pledge, encumbrance or other legal process.  If
  any Participant attempts to transfer, assign, alienate, anticipate, sell,
  pledge or otherwise encumber his or her benefit under the Deferral Plan, the
  Committee may terminate his or her interest in any such benefit to the extent
  the Committee considers necessary or advisable to prevent or limit the effect
  of such occurrence.  The Obligations are not convertible into another security
  of the Registrant. The Obligations will not have the benefit of a negative
  pledge or any other affirmative or negative covenant on the part of the
  Registrant.  
  
          The Registrant may at any time amend, suspend or reinstate any or all of
  the provisions of the Deferral Plan, except that no such amendment, suspension
  or reinstatement may adversely affect any participant's deferral account as it 
  existed as of the day before the effective date of such amendment, suspension or
  reinstatement, without such participant's prior written consent.  The Registrant
  may terminate the Deferral Plan at any time and for any reason whatsoever;
  provided, however, that a termination of the Deferral Plan may not adversely
  affect the value of a participant's deferral account as it existed as of the
  effective date of such termination without the participant's prior written 
  consent.
  
                                           -4-
  5
          Item 5.  Interests of Named Experts and Counsel.  
                   ---------------------------------------
  
          The validity of the securities hereby registered will be passed upon by
  Hale and Dorr, Boston, Massachusetts.  Paul P. Brountas, Esq., a partner of Hale
  and Dorr, serves as Clerk to the Registrant.
  
          Item 6.  Indemnification of Directors and Officers.
                   ------------------------------------------
  
          Article 6A of the Registrant's Articles of Organization, as amended (the
  "Articles of Organization") provides for indemnification of directors and
  officers to the full extent permitted under Massachusetts law.  Section 67 of
  Chapter 156B of the Massachusetts General Laws provides that a corporation has
  the power to indemnify a director, officer, employee or agent of the corporation
  and certain other persons serving at the request of the corporation and certain
  other persons serving at the request of the corporation in related capacities
  against amounts paid and expenses incurred in connection with an action or
  proceeding to which he is or is threatened to be made a party by reason of such
  position, if such person shall have acted in good faith and in a manner he
  reasonably believed to be in the best interests of the corporation, provided
  that, no indemnification shall be made with respect to any matter as to which
  such person shall have been adjudged not to be entitled to indemnification under
  Section 67.
  
          Article 6A also provides for indemnification of directors and officers
  of the Registrant against liabilities and expenses in connection with any legal
  proceedings to which they may be made a party or with which they may become
  involved or threatened by reason of having been an officer or director of the
  Registrant or of any other organization at the request of the Registrant.
  Article 6A generally provides that a director or officer of the Registrant (i)
  shall be indemnified by the Registrant for all expenses of such legal
  proceedings unless he has been adjudicated not to have acted in good faith in
  the reasonable belief that his action was in the best interests of the
  Registrant, and (ii) shall be indemnified by the Registrant for the expenses,
  judgments, fines and amounts paid in settlement and compromise of such
  proceedings.  No indemnification will be made to cover costs of settlements and
  compromises if the Board determines by a majority vote of a quorum consisting of
  disinterested directors (or, if such quorum is not obtainable, by a majority of
  the disinterested directors of the Registrant), that such settlement or
  compromise is not in the best interests of the Registrant.
  
                                           -5-
  6
  
          Article 6A permits the payment by the Registrant of expenses incurred in
  defending a civil or criminal action in advance of its final disposition,
  subject to receipt of an undertaking by the indemnified person to repay such
  payment if it is ultimately determined that such person is not entitled to
  indemnification under the Articles of Organization.  No advance may be made if
  the Board of Directors determines, by a majority vote of a quorum consisting of
  disinterested directors (or, if such quorum is not obtainable, by a majority of
  the disinterested directors of the Registrant), that such person did not act in
  good faith in the reasonable belief that his action was in the best interest of
  the Registrant.
  
          Article 6D of the Registrant's Articles of Organization provides that no
  director shall be liable to the Registrant or its stockholders for monetary
  damages for breach of his fiduciary duty as a director, except for liability (i)
  for any breach of the director's duty of loyalty to the Registrant or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) under Section 61 or
  62 of Chapter 156B, or (iv) for any transaction from which the director derived
  an improper personal benefit.
  
          Section 8.4 of the Deferral Plan provides that the Registrant shall
  indemnify and hold harmless the members of the Committee and their duly
  appointed agents against any and all claims, loss, damage, expense or liability
  arising from any action or failure to act with respect to the Deferral Plan,
  except in the case of gross negligence or willful misconduct by any such member
  or agent.
  
          The Registrant has directors and officers liability insurance for the
  benefit of its directors and officers.
  
          Item 7.   Exemption From Registration Claimed.
                    ------------------------------------
  
          Not applicable.
  
          Item 8.   Exhibits.
                    ---------
  
          The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
                                           -6-
  7
  
          Item 9.   Undertakings.
                    -------------
  
          1.   The Registrant hereby undertakes:
  
                  (a)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration Statement to
          include any material information with respect to the plan of
          distribution not previously disclosed in this Registration Statement or
          any material change to such information in this Registration Statement.
  
                  (b)  That, for the purpose of determining any liability under
          the Securities Act, each such post-effective amendment shall be deemed
          to be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.
  
                  (c)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold at
          the termination of the offering.
  
          2.   The Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in this Registration Statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be in the initial bona fide offering
  thereof.
  
          3.   Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  
                                           -7-
  8
  
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act and will be governed by the final adjudication of such issue.
  
                                           -8-
  9
  
                                    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    
  day of December, 1995.
  
                                          ANALOG DEVICES, INC.
  
                                          By:  /S/ RAY STATA              
                                               ------------------------------
                                               Ray Stata
                                               Chairman of the Board
                                               and Chief Executive Officer
  
                                POWER OF ATTORNEY
  
          We, the undersigned officers and directors of Analog Devices, Inc.,
  hereby severally constitute and appoint Ray Stata, Jerald G. Fishman 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.
  
                                           -9-
  10
  Signature              Title                            Date
       ---------              -----                            ----
  (i)  Principal Executive                              
       Officers                                         
                                                        
                                                        
                                                        
   /S/ RAY STATA              Chairman of the Board            ) 
  - --------------------------  Chief Executive Officer,         ) December 6, 1995
       Ray Stata              and Director                     )   
                                                               )
                                                               )
                                                               )
   /S/ JERALD G. FISHMAN      President, Chief Operating       )
  - --------------------------  Officer and Director             )
       Jerald G. Fishman                                       )
                                                               )
                                                               )
                                                               )
  (ii) Principal Financial                                     )
       Officer and Principal                                   )
       Accounting Officer                                      )
                                                               )
                                                               )
                                                               )
   /S/ JOSEPH E. MCDONOUGH    Vice President-Finance           ) December 6, 1995
  - --------------------------  and Chief Financial              )   
       Joseph E. McDonough    Officer                          )
                                                               )
                                                               )
                                                               )
  (iii) Board of Directors                                     )
                                                               )
                                                               )
                                                               )
   /S/ JOHN L. DOYLE          Director                         )
  - --------------------------                                   )
       John L. Doyle                                           )
                                                               )
                                                               )
                                                               )
   /S/ SAMUEL H. FULLER       Director                         )
  - --------------------------                                   )
       Samuel H. Fuller                                        )
                                                               )
  -10-
  11
  )
                                                         )
   /S/ PHILIP L. LOWE         Director                   )
  - --------------------------                             )
       Philip L. Lowe                                    )
                                                         )
                                                         )
                                                         )
   /S/ GORDON C. MCKEAGUE     Director                   ) December 6, 1995
  - --------------------------                             )
       Gordon C. McKeague                                )
                                                         )
                                                         )
                                                         )
   /S/ LESTER C. THUROW       Director                   ) 
  - --------------------------                             )   
       Lester C. Thurow                                  )
                                                         )
  -11-
  12
  
                                INDEX TO EXHIBITS
  Exhibit 
  Number         Exhibit                                                  Page
  - -------        -------                                                  ----
  4.1     Analog Devices, Inc. Deferred Compensation Plan
  
    5.1     Opinion of Hale and Dorr                          
  
   23.1     Consent of Hale and Dorr (included in   
            Exhibit 5.1)        
  
   23.2     Consent of Ernst & Young LLP                      
  
   24.1     Powers of Attorney (included on the     
            signature page of this Registration 
            Statement)
  -12-