content: <PAGE>   1
                As filed with the Securities and Exchange Commission
                                  on July 31, 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 issuer as specified in its charter)
  
  <TABLE>
  <S>                                                        <C>
          MASSACHUSETTS                                          04-2348234
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization)                            Identification No.)
  
  ONE TECHNOLOGY WAY, P.O. BOX 9106, NORWOOD, MA                02062-9106
    (Address of Principal Executive Offices)                    (Zip Code)
  </TABLE>
  
                             1994 DIRECTOR OPTION 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>
                                     Proposed        Proposed
  Title of                           maximum         maximum
  securities         Amount          offering        aggregate       Amount of
  to be              to be           price           offering        registration
  registered         registered      per share       price           fee
  - ----------         ----------      ---------       ---------       ------------
  <S>                <C>             <C>             <C>             <C>
  Common Stock,      200,000         $35.25(1)       $7,050,000(1)   $ 2,431.04
  $.16 2/3           shares
  par value
  - --------------------------------------------------------------------------------
  <FN>
  (1)  Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low prices of the Common Stock on
       the New York Stock Exchange on July 25, 1995 in accordance with Rules
       457(c) and 457(h) of the Securities Act of 1933.
  </TABLE>
  ================================================================================
  
  
  
  
  <PAGE>   2
  
  
  
  
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the 1994 Director Option Plan of Analog Devices, Inc. (the
  "Registrant") 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 filed 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), or otherwise, under the Securities Act that contains,
       either directly or by incorporation by reference, 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 annual reports
       or the prospectus referred to in (1) above.
  
            (3)  The description of the common stock of the Registrant, par value
       $.16 2/3 per share ("Common Stock"), contained in a registration statement
       filed under the Exchange Act, including any amendment or report filed for
       the purpose of updating such description.
  
            (4)  The Registrant's definitive proxy statement or information
       statement, if any, filed pursuant to Section 14 of the Exchange Act in
       connection with the latest annual meeting of its stockholders, and any
       definitive proxy or information statements so filed in connection with any
       subsequent special meetings of its stockholders.
  
            (5)  Information as to stock options, including the amount
       outstanding, exercises, prices and expiration dates, included in the
       Registrant's definitive proxy statement, described in (4) above and which
       will be included in the future either in the Registrant's proxy statements,
       annual reports or appendices to the prospectus.
  
  
  <PAGE>   3
  
  
  
  
  
            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.
  
       Item 4.  Description of Securities.
  
            Not applicable.
  
       Item 5.  Interests of Named Experts and Counsel.
  
            Hale and Dorr, Boston, Massachusetts, will pass upon the validity of
  the shares offered hereby for the Company.  Paul P. Brountas, a partner of Hale
  and Dorr, is Clerk of the Company and owns 20,544 shares of the Company's Common
  Stock.
  
       Item 6.  Indemnification
  
       Article 6A of the Registrant's Restated 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 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 of the Registrant's Articles of Organization 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. 
  
  
                                        -3-
  
  
  <PAGE>   4
  
  
  
  
  
          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.
  
       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.
  
       The Registrant has directors and officers liability insurance for the
  benefit of its directors and officers.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  of 1933 may be permitted to directors, officers and controlling persons of the
  Company pursuant to the foregoing provisions, or otherwise, the Company has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable.  In the event that a claim for indemnification against
  such liabilities (other than the payment by the Company of expenses incurred or
  paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
  such issue.
  
  
  
                                        -4-
  <PAGE>   5
  
  
  
  
  
       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 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;
  
                 (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; 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 (i) and (ii) do not apply if the
       registration statement is on Form S-3 or Form S-8, and the information
       required to be included in a post-effective amendment by those paragraphs
       is contained in periodic reports filed by the Company pursuant to Section
       13 or Section 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.
  
  
  
                                        -5-
  <PAGE>   6
  
  
  
  
  
       2.   The Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company'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 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 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, 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 Town of Norwood, Commonwealth of Massachusetts on the 28th 
  day of July, 1995.
  
  
                                           ANALOG DEVICES, INC.
  
  
  
                                           By: /s/ RAY STATA
                                               -----------------------------------
                                               Ray Stata
                                               Chairman and Chief
                                               Executive Officer
  
  
  
  
                                 POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Analog Devices, Inc. hereby
  severally constitute Ray Stata, Joseph E. McDonough, Paul P. Brountas and Mark
  G. Borden, 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 subsequent 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.
  
  
  
  
  
                                        -7-
  
  <PAGE>   8
  
  
  
  
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  <TABLE>
  <CAPTION>
  
       Signature                             Title
       ---------                             -----
  <S>                                   <C>                      
  
  /s/ RAY STATA                         Chairman, Chief          )
  - -----------------------------         Executive Officer        )
  Ray Stata                             and Director (Principal  )
                                        Executive Officer        )
                                                                 )
                                                                 )
  /s/ JOSEPH E. MCDONOUGH               Vice President, Finance  )
  - -----------------------------         (Principal Financial     )
  Joseph E. McDonough                   and Accounting Officer)  )
                                                                 )
                                                                 )
  /s/ JERALD G. FISHMAN                 President, Chief         )
  - -----------------------------         Operating Officer and    )
  Jerald G. Fishman                     Director                 )
                                                                 )
                                                                 )
                                        Director                 )
  - -----------------------------                                  )
  John L. Doyle                                                  )
                                                                 )
                                                                 )
  /s/ SAMUEL H. FULLER                  Director                 ) July 28, 1995
  - -----------------------------                                  )
  Samuel H. Fuller                                               )
                                                                 )
                                                                 )
  /s/ PHILIP L. LOWE                    Director                 )
  - -----------------------------                                  )
  Philip L. Lowe                                                 )
                                                                 )
                                                                 )
  /s/ GORDON C. MCKEAGUE                Director                 )
  - -----------------------------                                  )
  Gordon C. McKeague                                             )
                                                                 )
                                                                 )
  /s/ JOEL MOSES                        Director                 )
  - -----------------------------                                  )
  Joel Moses                                                     )
                                                                 )
                                                                 )
  /s/ LESTER C. THUROW                  Director                 )
  - -----------------------------                                  )
  Lester C. Thurow                                               )
  
  </TABLE>
  
  
  
                                        -8-
  <PAGE>   9
  
  
  
  
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  
  
      Exhibit
      Number       Description                                         Page
      -------      -----------                                         ----
       <S>         <C>                                                 <C>
        4.1 (1)    Restated Articles of Organization, as amended,
                    of the Company                                      --
  
        4.2 (2)    Amended and Restated By-laws of the Company          --
  
        4.3 (3)    Rights Agreement, as amended, by and between
                   the Company and The First National Bank of
                   Boston, as Rights Agent.                             --
  
        5          Opinion of Hale and Dorr
  
       23.1        Consent of Ernst & Young LLP
  
       23.2        Consent of Hale and Dorr (included in Exhibit 5)     --
  
       24          Power of Attorney (see page 7 of this
                    Registration Statement)                             --
  
  
  
  <FN>
  
  - -----------------------
  (1)  Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
       quarter ended April 29, 1995 (File No. 1-7819) and incorporated herein by
       reference.
  
  (2)  Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
       fiscal year ended October 31, 1992, (File No. 1-7819) and incorporated
       herein by reference.
  
  (3)  Filed as an exhibit to Form 8, filed on June 27, 1989, amending the
       Registration Statement on Form 8-A relating to Common Stock Purchase
       Rights, and incorporated herein by reference.
  
  </TABLE>
  
                                        -9-
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metadata_filer: {"company-data": {"conformed-name": "ANALOG DEVICES INC", "cik": "0000006281", "assigned-sic": "3674", "irs-number": "042348234", "state-of-incorporation": "MA", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61427", "film-number": "95557638"}, "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 July 31, 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 issuer 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, P.O. BOX 9106, NORWOOD, MA                02062-9106
    (Address of Principal Executive Offices)                    (Zip Code)
  1994 DIRECTOR OPTION 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
  Proposed        Proposed
  Title of                           maximum         maximum
  securities         Amount          offering        aggregate       Amount of
  to be              to be           price           offering        registration
  registered         registered      per share       price           fee
  - ----------         ----------      ---------       ---------       ------------
  Common Stock,      200,000         $35.25(1)       $7,050,000(1)   $ 2,431.04
  $.16 2/3           shares
  par value
  - --------------------------------------------------------------------------------
  (1)  Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low prices of the Common Stock on
       the New York Stock Exchange on July 25, 1995 in accordance with Rules
       457(c) and 457(h) of the Securities Act of 1933.
  ================================================================================
  2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the 1994 Director Option Plan of Analog Devices, Inc. (the
  "Registrant") 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 filed 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), or otherwise, under the Securities Act that contains,
       either directly or by incorporation by reference, 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 annual reports
       or the prospectus referred to in (1) above.
  
            (3)  The description of the common stock of the Registrant, par value
       $.16 2/3 per share ("Common Stock"), contained in a registration statement
       filed under the Exchange Act, including any amendment or report filed for
       the purpose of updating such description.
  
            (4)  The Registrant's definitive proxy statement or information
       statement, if any, filed pursuant to Section 14 of the Exchange Act in
       connection with the latest annual meeting of its stockholders, and any
       definitive proxy or information statements so filed in connection with any
       subsequent special meetings of its stockholders.
  
            (5)  Information as to stock options, including the amount
       outstanding, exercises, prices and expiration dates, included in the
       Registrant's definitive proxy statement, described in (4) above and which
       will be included in the future either in the Registrant's proxy statements,
       annual reports or appendices to the prospectus.
  3
  
            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.
  
       Item 4.  Description of Securities.
  
            Not applicable.
  
       Item 5.  Interests of Named Experts and Counsel.
  
            Hale and Dorr, Boston, Massachusetts, will pass upon the validity of
  the shares offered hereby for the Company.  Paul P. Brountas, a partner of Hale
  and Dorr, is Clerk of the Company and owns 20,544 shares of the Company's Common
  Stock.
  
       Item 6.  Indemnification
  
       Article 6A of the Registrant's Restated 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 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 of the Registrant's Articles of Organization 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. 
  
                                        -3-
  4
  
          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.
  
       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.
  
       The Registrant has directors and officers liability insurance for the
  benefit of its directors and officers.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  of 1933 may be permitted to directors, officers and controlling persons of the
  Company pursuant to the foregoing provisions, or otherwise, the Company has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable.  In the event that a claim for indemnification against
  such liabilities (other than the payment by the Company of expenses incurred or
  paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
  such issue.
  
                                        -4-
  5
  
       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 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;
  
                 (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; 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 (i) and (ii) do not apply if the
       registration statement is on Form S-3 or Form S-8, and the information
       required to be included in a post-effective amendment by those paragraphs
       is contained in periodic reports filed by the Company pursuant to Section
       13 or Section 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.
  
                                        -5-
  6
  
       2.   The Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company'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 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 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, 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 Town of Norwood, Commonwealth of Massachusetts on the 28th 
  day of July, 1995.
  
                                           ANALOG DEVICES, INC.
  
                                           By: /s/ RAY STATA
                                               -----------------------------------
                                               Ray Stata
                                               Chairman and Chief
                                               Executive Officer
  
                                 POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Analog Devices, Inc. hereby
  severally constitute Ray Stata, Joseph E. McDonough, Paul P. Brountas and Mark
  G. Borden, 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 subsequent 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.
  
                                        -7-
  8
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  Signature                             Title
       ---------                             -----
  /s/ RAY STATA                         Chairman, Chief          )
  - -----------------------------         Executive Officer        )
  Ray Stata                             and Director (Principal  )
                                        Executive Officer        )
                                                                 )
                                                                 )
  /s/ JOSEPH E. MCDONOUGH               Vice President, Finance  )
  - -----------------------------         (Principal Financial     )
  Joseph E. McDonough                   and Accounting Officer)  )
                                                                 )
                                                                 )
  /s/ JERALD G. FISHMAN                 President, Chief         )
  - -----------------------------         Operating Officer and    )
  Jerald G. Fishman                     Director                 )
                                                                 )
                                                                 )
                                        Director                 )
  - -----------------------------                                  )
  John L. Doyle                                                  )
                                                                 )
                                                                 )
  /s/ SAMUEL H. FULLER                  Director                 ) July 28, 1995
  - -----------------------------                                  )
  Samuel H. Fuller                                               )
                                                                 )
                                                                 )
  /s/ PHILIP L. LOWE                    Director                 )
  - -----------------------------                                  )
  Philip L. Lowe                                                 )
                                                                 )
                                                                 )
  /s/ GORDON C. MCKEAGUE                Director                 )
  - -----------------------------                                  )
  Gordon C. McKeague                                             )
                                                                 )
                                                                 )
  /s/ JOEL MOSES                        Director                 )
  - -----------------------------                                  )
  Joel Moses                                                     )
                                                                 )
                                                                 )
  /s/ LESTER C. THUROW                  Director                 )
  - -----------------------------                                  )
  Lester C. Thurow                                               )
  -8-
  9
  
                                   EXHIBIT INDEX
  Exhibit
      Number       Description                                         Page
      -------      -----------                                         ----
  4.1 (1)    Restated Articles of Organization, as amended,
                    of the Company                                      --
  
        4.2 (2)    Amended and Restated By-laws of the Company          --
  
        4.3 (3)    Rights Agreement, as amended, by and between
                   the Company and The First National Bank of
                   Boston, as Rights Agent.                             --
  
        5          Opinion of Hale and Dorr
  
       23.1        Consent of Ernst & Young LLP
  
       23.2        Consent of Hale and Dorr (included in Exhibit 5)     --
  
       24          Power of Attorney (see page 7 of this
                    Registration Statement)                             --
  - -----------------------
  (1)  Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
       quarter ended April 29, 1995 (File No. 1-7819) and incorporated herein by
       reference.
  
  (2)  Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
       fiscal year ended October 31, 1992, (File No. 1-7819) and incorporated
       herein by reference.
  
  (3)  Filed as an exhibit to Form 8, filed on June 27, 1989, amending the
       Registration Statement on Form 8-A relating to Common Stock Purchase
       Rights, and incorporated herein by reference.
  -9-