content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on January 5, 2001
  
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                ANALOG DEVICES, INC.
               (Exact name of registrant as specified in its charter)
  
  MASSACHUSETTS                                                04-2348234
  (State or 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)
  
                                   CHIPLOGIC, INC.
                                AMENDED AND RESTATED
                                   1998 STOCK PLAN
                              (Full title of the Plan)
  
                               PAUL P. BROUNTAS, ESQ.
                                  HALE AND DORR LLP
                                   60 STATE STREET
                             BOSTON, MASSACHUSETTS 02109
                       (Name and address of agent for service)
  
                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
    Title of Securities to be         Amount to be           Proposed Maximum           Proposed Maximum             Amount of
           Registered                  Registered        Offering Price Per Share   Aggregate Offering Price      Registration Fee
  ------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
  <S>                            <C>                     <C>                        <C>                        <C>
  Common Stock, $.16 2/3 par
  value per share                  290,669 shares(1)              $3.74(2)                  $1,087,103                  $272
  ------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
  </TABLE>
  
  (1)  The number of shares of Analog Devices, Inc. Common Stock to be issued
       gives effect to the conversion ratio of 0.133702254 shares of Analog
       Devices, Inc. Common Stock for each share of ChipLogic, Inc. Common Stock
       originally issuable under the plan registered hereby, as provided in the
       Agreement and Plan of Reorganization dated October 25, 2000 by and among
       Analog Devices, Inc., CAD, Inc., ChipLogic, Inc. and Hari R. Surapeneni and
       Roshan A. Gudapati.
  
  (2)  Estimated solely for purposes of calculating the registration fee, and
       based upon the fixed exercise prices of outstanding options in accordance
       with Rule 457(h) under the Securities Act of 1933, as amended.
  <PAGE>   2
                                  EXPLANATORY NOTE
  
  This Registration Statement on Form S-8 (the "Registration Statement") is being
  filed to register shares of common stock, $.16 2/3 par value per share, of
  Analog Devices, Inc. (the "Company" or "Registrant") issuable pursuant to the
  ChipLogic, Inc. Amended and Restated 1998 Stock Plan, as amended (the "Plan").
  Pursuant to Section 1.7 of the Agreement and Plan of Reorganization dated as of
  October 25, 2000 by and among the Company, CAD, Inc., ChipLogic, Inc., Hari R.
  Surapeneni, and Roshan B. Gudapati, the Company assumed the Plan and all of the
  outstanding and unexercised options to purchase common stock, no par value per
  share, of ChipLogic, Inc. under the Plan.
  
                                       - 2 -
  <PAGE>   3
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I of Form S-8 is included in documents
  sent or given to participants in the 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 "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this Registration Statement by reference:
  
       (1)  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.
  
       (2)  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 document
       referred to in (1) above.
  
       (3)  The description of the Registrant's Common Stock, $.16 2/3 par value
       per share (the "Common Stock"), contained in a registration statement filed
       under the Exchange Act, including any amendment or report filed for
       purposes of updating such description.
  
       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 shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock 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. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  Registration Statement to the extent a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
  Item 4. DESCRIPTION OF SECURITIES
  
       Not applicable.
  
                                       - 3 -
  <PAGE>   4
  
  Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       The validity of the securities hereby registered will be passed upon by
  Hale and Dorr LLP, Boston, Massachusetts. Paul P. Brountas, Esq., a partner of
  Hale and Dorr LLP, serves as Clerk to the Registrant.
  
  Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Article 6A of the Registrant's Restated Articles of Organization (the
  "Articles of Organization") provides for indemnification of directors and
  officers to the fullest extent permitted by Chapter 156B of the Massachusetts
  General Laws. Section 67 of Chapter 156B of the Massachusetts General Laws
  provides that a corporation has the power to indemnify directors, officers,
  employees or other agents of the corporation, and persons who serve at its
  request as directors, officers, employees or other agents of another
  organization, or who serve at its request in any capacity with respect to any
  employee benefit plan, against amounts paid and expenses incurred in connection
  with an action or proceeding to which such person is a party or is threatened to
  be made a party by reason of such position; provided, however, that such person
  acted in good faith in the reasonable belief that his action was in the
  
  
  
                                       - 4 -
  <PAGE>   5
  
  best interests of the corporation or, in the case of service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such employee benefit plan.
  
       Article 6A of the Registrant's Articles of Organization provides for
  indemnification of directors and officers of the Registrant, and directors or
  employees of the Registrant now serving at the request of the Registrant as a
  director or officer of another organization or in any capacity with respect to
  an employee benefit plan of the Registrant, against all liabilities and expenses
  imposed upon or incurred by any such person in connection with any legal
  proceedings in which he may be a defendant or with which he may be threatened or
  involved, directly or indirectly, by reason of his position as a director or
  officer or as a result of his service with respect to an employee benefit plan;
  provided, however, that the Registrant shall provide no indemnification if the
  director or officer 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 or
  in the best interests of the participants or beneficiaries of the applicable
  employee benefit plan. The Registrant shall further indemnify the officer or
  director for the expenses, judgments, fines and amounts paid in settlement and
  compromise of such proceedings. However, 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
  then in office), that such settlement or compromise is not in the best interests
  of the Registrant or in the best interests of the participants or beneficiaries
  of the applicable employee benefit plan.
  
       Chapter 156B of the Massachusetts General Laws, as it may be amended from
  time to time, and Article 6A of the Registrant's Articles of Organization permit
  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 then in office), that such person did not act in
  good faith in the reasonable belief that his action was in the best interest of
  the Registrant or in the best interests of the participants or beneficiaries of
  the applicable employee benefit plan.
  
       Article 6D of the Registrant's Articles of Organization provides that to
  the fullest extent permitted by Chapter 156B of the Massachusetts General Laws,
  as it may be amended from time to time, no director shall be liable to the
  Registrant or its stockholders for monetary damages for breach of fiduciary duty
  as a director, except for liability (i) for any breach of a 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) for unauthorized distributions or loans under Section 61 or 62 of
  Chapter 156B, or (iv) for any transaction from which the director derived an
  improper personal benefit.
  
       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.
  
  Item 9. UNDERTAKINGS
  
  1.   The undersigned 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:
  
            (i)  To include any prospectus required by Section 10(a)(3) of the
            Securities Act;
  
                                       - 5 -
  <PAGE>   6
  
            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of the Registration Statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in the Registration Statement. Notwithstanding the foregoing, any
            increase or decrease in volume of securities offered (if the total
            dollar value of securities offered would not exceed that which was
            registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant Rule 424(b) if, in the
            aggregate, the changes in volume and price represent no more than 20%
            change in the maximum aggregate offering price set forth in the
            "Calculation of Registration Fee" table in the effective Registration
            Statement; and
  
            (iii) To include any material information with respect to the plan of
            distribution not previously disclosed in the Registration Statement or
            any material change to such information in the Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
  incorporated by reference in the 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 undersigned 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 the 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 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 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 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.
  
                                       - 6 -
  <PAGE>   7
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, 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
  January 5, 2001.
  
                                     ANALOG DEVICES, INC.
  
  
                                     By: /s/ Jerald G. Fishman
                                         -----------------------------------------
                                           Jerald G. Fishman
                                           President and Chief
                                           Executive Officer
  
  
                                       - 7 -
  <PAGE>   8
  
                          SIGNATURES AND POWER OF ATTORNEY
  
  We, the undersigned officers and directors of Analog Devices, Inc., hereby
  severally constitute and appoint Jerald G. Fishman and Joseph E. McDonough and
  Paul P. Brountas, and each of them singly, our true and lawful attorneys with
  full power to them, and each of them singly, to sign for us and in our names, in
  the capacities indicated below, the Registration Statement on Form S-8 filed
  herewith, and any and all amendments to said Registration Statement, 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 all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  
  <TABLE>
  <CAPTION>
            SIGNATURE                                TITLE                                 DATE
  
  <S>                                       <C>                                      <C>
                                            President, Chief Executive
                                            Officer and Director
  /s/ Jerald G. Fishman                     (Principal Executive Officer)            January 5, 2001
  ----------------------------
  JERALD G. FISHMAN
  
                                            Chairman of the Board
  /s/ Ray Stata                             and Director
  ----------------------------
  RAY STATA                                                                          January 5, 2001
  
                                            Vice President-Finance
                                            and Chief Financial
  /s/ Joseph E. McDonough                   Officer (Principal Financial and
  ----------------------------              Accounting Officer)                      January 5, 2001
  JOSEPH E. MCDONOUGH
  
  /s/ John L. Doyle                         Director                                 January 5, 2001
  ----------------------------
  JOHN L. DOYLE
  
  /s/ Charles O. Holliday, Jr.              Director                                 January 5, 2001
  ----------------------------
  CHARLES O. HOLLIDAY, JR.
  
  /s/ Joel Moses                            Director                                 January 5, 2001
  ----------------------------
  JOEL MOSES
  
  /s/ F. Grant Saviers                      Director                                 January 5, 2001
  ----------------------------
  F. GRANT SAVIERS
  
  /s/ Lester C. Thurow                      Director                                 January 5, 2001
  ----------------------------
  LESTER C. THUROW
  </TABLE>
  
                                       - 8 -
  <PAGE>   9
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number            Description
  -------           -----------
  4.1 (1)           Restated Articles of Organization of the Registrant
  4.2 (2)           By-Laws of the Registrant
  4.3 (3)           Rights Agreement dated as of March 18, 1998 between the
                    Registrant and BankBoston, N.A. as Rights Agent
  4.4               ChipLogic, Inc. Amended and Restated 1998 Stock Plan
  5                 Opinion of Hale and Dorr LLP
  23.1              Consent of Hale and Dorr LLP (included in Exhibit 5)
  23.2              Consent of Independent Auditors
  24                Power of Attorney (included on the signature page to this
                    Registration Statement)
  ---------
  (1)  Incorporated herein by reference to the Registrant's Form 10-Q, filed on
       March 15, 1999.
  (2)  Incorporated herein by reference to the Registrant's Form 10-K for the
       fiscal year ended October 31, 1998, filed on January 28, 1999.
  (3)  Incorporated herein by reference to the Registrant's Registration Statement
       on Form 8-K (File No. 001-07819) filed on March 19, 1998, as amended by
       Amendment No. 1 to Rights Agreement, entered into as of October 14, 1999
       (incorporated herein by reference to the Registrant's Registration
       Statement on Form 8-K/A (File No. 001-07819) filed on November 19, 1999).
  
  
                                       - 9 -
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text: 1
  
      As filed with the Securities and Exchange Commission on January 5, 2001
  
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                ANALOG DEVICES, INC.
               (Exact name of registrant as specified in its charter)
  
  MASSACHUSETTS                                                04-2348234
  (State or 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)
  
                                   CHIPLOGIC, INC.
                                AMENDED AND RESTATED
                                   1998 STOCK PLAN
                              (Full title of the Plan)
  
                               PAUL P. BROUNTAS, ESQ.
                                  HALE AND DORR LLP
                                   60 STATE STREET
                             BOSTON, MASSACHUSETTS 02109
                       (Name and address of agent for service)
  
                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
    Title of Securities to be         Amount to be           Proposed Maximum           Proposed Maximum             Amount of
           Registered                  Registered        Offering Price Per Share   Aggregate Offering Price      Registration Fee
  ------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
  Common Stock, $.16 2/3 par
  value per share                  290,669 shares(1)              $3.74(2)                  $1,087,103                  $272
  ------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
  (1)  The number of shares of Analog Devices, Inc. Common Stock to be issued
       gives effect to the conversion ratio of 0.133702254 shares of Analog
       Devices, Inc. Common Stock for each share of ChipLogic, Inc. Common Stock
       originally issuable under the plan registered hereby, as provided in the
       Agreement and Plan of Reorganization dated October 25, 2000 by and among
       Analog Devices, Inc., CAD, Inc., ChipLogic, Inc. and Hari R. Surapeneni and
       Roshan A. Gudapati.
  
  (2)  Estimated solely for purposes of calculating the registration fee, and
       based upon the fixed exercise prices of outstanding options in accordance
       with Rule 457(h) under the Securities Act of 1933, as amended.
  2
                                  EXPLANATORY NOTE
  
  This Registration Statement on Form S-8 (the "Registration Statement") is being
  filed to register shares of common stock, $.16 2/3 par value per share, of
  Analog Devices, Inc. (the "Company" or "Registrant") issuable pursuant to the
  ChipLogic, Inc. Amended and Restated 1998 Stock Plan, as amended (the "Plan").
  Pursuant to Section 1.7 of the Agreement and Plan of Reorganization dated as of
  October 25, 2000 by and among the Company, CAD, Inc., ChipLogic, Inc., Hari R.
  Surapeneni, and Roshan B. Gudapati, the Company assumed the Plan and all of the
  outstanding and unexercised options to purchase common stock, no par value per
  share, of ChipLogic, Inc. under the Plan.
  
                                       - 2 -
  3
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I of Form S-8 is included in documents
  sent or given to participants in the 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 "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this Registration Statement by reference:
  
       (1)  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.
  
       (2)  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 document
       referred to in (1) above.
  
       (3)  The description of the Registrant's Common Stock, $.16 2/3 par value
       per share (the "Common Stock"), contained in a registration statement filed
       under the Exchange Act, including any amendment or report filed for
       purposes of updating such description.
  
       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 shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock 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. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for the purposes of this
  Registration Statement to the extent a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
  Item 4. DESCRIPTION OF SECURITIES
  
       Not applicable.
  
                                       - 3 -
  4
  
  Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
       The validity of the securities hereby registered will be passed upon by
  Hale and Dorr LLP, Boston, Massachusetts. Paul P. Brountas, Esq., a partner of
  Hale and Dorr LLP, serves as Clerk to the Registrant.
  
  Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Article 6A of the Registrant's Restated Articles of Organization (the
  "Articles of Organization") provides for indemnification of directors and
  officers to the fullest extent permitted by Chapter 156B of the Massachusetts
  General Laws. Section 67 of Chapter 156B of the Massachusetts General Laws
  provides that a corporation has the power to indemnify directors, officers,
  employees or other agents of the corporation, and persons who serve at its
  request as directors, officers, employees or other agents of another
  organization, or who serve at its request in any capacity with respect to any
  employee benefit plan, against amounts paid and expenses incurred in connection
  with an action or proceeding to which such person is a party or is threatened to
  be made a party by reason of such position; provided, however, that such person
  acted in good faith in the reasonable belief that his action was in the
  
                                       - 4 -
  5
  
  best interests of the corporation or, in the case of service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such employee benefit plan.
  
       Article 6A of the Registrant's Articles of Organization provides for
  indemnification of directors and officers of the Registrant, and directors or
  employees of the Registrant now serving at the request of the Registrant as a
  director or officer of another organization or in any capacity with respect to
  an employee benefit plan of the Registrant, against all liabilities and expenses
  imposed upon or incurred by any such person in connection with any legal
  proceedings in which he may be a defendant or with which he may be threatened or
  involved, directly or indirectly, by reason of his position as a director or
  officer or as a result of his service with respect to an employee benefit plan;
  provided, however, that the Registrant shall provide no indemnification if the
  director or officer 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 or
  in the best interests of the participants or beneficiaries of the applicable
  employee benefit plan. The Registrant shall further indemnify the officer or
  director for the expenses, judgments, fines and amounts paid in settlement and
  compromise of such proceedings. However, 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
  then in office), that such settlement or compromise is not in the best interests
  of the Registrant or in the best interests of the participants or beneficiaries
  of the applicable employee benefit plan.
  
       Chapter 156B of the Massachusetts General Laws, as it may be amended from
  time to time, and Article 6A of the Registrant's Articles of Organization permit
  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 then in office), that such person did not act in
  good faith in the reasonable belief that his action was in the best interest of
  the Registrant or in the best interests of the participants or beneficiaries of
  the applicable employee benefit plan.
  
       Article 6D of the Registrant's Articles of Organization provides that to
  the fullest extent permitted by Chapter 156B of the Massachusetts General Laws,
  as it may be amended from time to time, no director shall be liable to the
  Registrant or its stockholders for monetary damages for breach of fiduciary duty
  as a director, except for liability (i) for any breach of a 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) for unauthorized distributions or loans under Section 61 or 62 of
  Chapter 156B, or (iv) for any transaction from which the director derived an
  improper personal benefit.
  
       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.
  
  Item 9. UNDERTAKINGS
  
  1.   The undersigned 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:
  
            (i)  To include any prospectus required by Section 10(a)(3) of the
            Securities Act;
  
                                       - 5 -
  6
  
            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of the Registration Statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set forth
            in the Registration Statement. Notwithstanding the foregoing, any
            increase or decrease in volume of securities offered (if the total
            dollar value of securities offered would not exceed that which was
            registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant Rule 424(b) if, in the
            aggregate, the changes in volume and price represent no more than 20%
            change in the maximum aggregate offering price set forth in the
            "Calculation of Registration Fee" table in the effective Registration
            Statement; and
  
            (iii) To include any material information with respect to the plan of
            distribution not previously disclosed in the Registration Statement or
            any material change to such information in the Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
  incorporated by reference in the 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 undersigned 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 the 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 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 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 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.
  
                                       - 6 -
  7
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, 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
  January 5, 2001.
  
                                     ANALOG DEVICES, INC.
  
                                     By: /s/ Jerald G. Fishman
                                         -----------------------------------------
                                           Jerald G. Fishman
                                           President and Chief
                                           Executive Officer
  
                                       - 7 -
  8
  
                          SIGNATURES AND POWER OF ATTORNEY
  
  We, the undersigned officers and directors of Analog Devices, Inc., hereby
  severally constitute and appoint Jerald G. Fishman and Joseph E. McDonough and
  Paul P. Brountas, and each of them singly, our true and lawful attorneys with
  full power to them, and each of them singly, to sign for us and in our names, in
  the capacities indicated below, the Registration Statement on Form S-8 filed
  herewith, and any and all amendments to said Registration Statement, 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 all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by said attorneys, or any of
  them, to said Registration Statement and any and all amendments thereto.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  SIGNATURE                                TITLE                                 DATE
  President, Chief Executive
                                            Officer and Director
  /s/ Jerald G. Fishman                     (Principal Executive Officer)            January 5, 2001
  ----------------------------
  JERALD G. FISHMAN
  
                                            Chairman of the Board
  /s/ Ray Stata                             and Director
  ----------------------------
  RAY STATA                                                                          January 5, 2001
  
                                            Vice President-Finance
                                            and Chief Financial
  /s/ Joseph E. McDonough                   Officer (Principal Financial and
  ----------------------------              Accounting Officer)                      January 5, 2001
  JOSEPH E. MCDONOUGH
  
  /s/ John L. Doyle                         Director                                 January 5, 2001
  ----------------------------
  JOHN L. DOYLE
  
  /s/ Charles O. Holliday, Jr.              Director                                 January 5, 2001
  ----------------------------
  CHARLES O. HOLLIDAY, JR.
  
  /s/ Joel Moses                            Director                                 January 5, 2001
  ----------------------------
  JOEL MOSES
  
  /s/ F. Grant Saviers                      Director                                 January 5, 2001
  ----------------------------
  F. GRANT SAVIERS
  
  /s/ Lester C. Thurow                      Director                                 January 5, 2001
  ----------------------------
  LESTER C. THUROW
  - 8 -
  9
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number            Description
  -------           -----------
  4.1 (1)           Restated Articles of Organization of the Registrant
  4.2 (2)           By-Laws of the Registrant
  4.3 (3)           Rights Agreement dated as of March 18, 1998 between the
                    Registrant and BankBoston, N.A. as Rights Agent
  4.4               ChipLogic, Inc. Amended and Restated 1998 Stock Plan
  5                 Opinion of Hale and Dorr LLP
  23.1              Consent of Hale and Dorr LLP (included in Exhibit 5)
  23.2              Consent of Independent Auditors
  24                Power of Attorney (included on the signature page to this
                    Registration Statement)
  ---------
  (1)  Incorporated herein by reference to the Registrant's Form 10-Q, filed on
       March 15, 1999.
  (2)  Incorporated herein by reference to the Registrant's Form 10-K for the
       fiscal year ended October 31, 1998, filed on January 28, 1999.
  (3)  Incorporated herein by reference to the Registrant's Registration Statement
       on Form 8-K (File No. 001-07819) filed on March 19, 1998, as amended by
       Amendment No. 1 to Rights Agreement, entered into as of October 14, 1999
       (incorporated herein by reference to the Registrant's Registration
       Statement on Form 8-K/A (File No. 001-07819) filed on November 19, 1999).
  
                                       - 9 -