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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1997

                                                 Registration No. 333-17651
    
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

   
                          POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-3
    

                            -------------------------

             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 Juris-                          (I.R.S.Employer.
     diction of Incorpora-                           Identification No.)
     tion or Organization)
                               ONE TECHNOLOGY WAY
                        NORWOOD, MASSACHUSETTS 02062-9106
                                 (617) 329-4700
                        (Address, Including Zip Code, and
                     Telephone Number, Including Area Code,
                            of Registrant's Principal
                               Executive Offices)

                            -------------------------

                             PAUL P. BROUNTAS, ESQ.
                                  HALE AND DORR
                                 60 STATE STREET
                           BOSTON, MASSACHUSETTS 02109
                                 (617) 526-6000
                     (Name, Address, Including Zip Code, and
                     Telephone Number, Including Area Code,
                              of Agent for Service)

                            -------------------------



          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS
     SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

          If the only securities being registered on this form are being offered
     pursuant to dividend or interest reinvestment plans, please check the
     following box. / /

          If any of the securities being registered on this form are to be
     offered on a delayed or continuous basis pursuant to Rule 415 under the
     Securities Act of 1933, other than securities offered only in connection
     with dividend or interest reinvestment plans, check the following box. /X/

          If this form is registering additional securities pursuant to Rule
     462(b) under the Securities Act, please check the following box and list
     the Securities Act registration statement number of the earlier effective
     registration statement for the same offering. / /

          If this form is a post-effective amendment filed pursuant to Rule
     462(c) under the Securities Act, check the following box and list the
     Securities Act registration statement number of the earlier effective
     registration statement for the same offering. / /

          If delivery of the prospectus is expected to be made pursuant Rule
     434, please check the following box. / /

   
                            -------------------------

          THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
     OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
     REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
     THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
     WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
     STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
     PURSUANT TO SAID SECTION 8(a), SHALL DETERMINE.
    

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                                EXPLANATORY NOTE

          The prospectus included herein relates to shares of Common Stock, $.16
     2/3 par value per share (the "Common Stock") of Analog Devices, Inc.
     ("Analog" or the "Company") which may be issued by the Company from time to
     time to the trust (the "Trust") established by the Company and Boatmens'
     Trust Company (the "Trustee") pursuant to the Company's Deferred
     Compensation Plan. At the time that this registration statement, File No.
     333-17651 (the "Registration Statement"), was originally filed, only a
     portion of the shares (only those shares that represented the gain that
     would otherwise be realized upon exercise of an option) issuable upon the
     exercise of non-statutory stock options held by eligible participants (the
     "Gain Shares") were to be issued to the Trust pursuant to prior irrevocable
     elections made by such participants. Subsequently, on March 11, 1997, the
     Board of Directors of the Company authorized (pursuant to prior irrevocable
     elections) (i) the issuance to the Trust of up to all shares of Common
     Stock issuable upon the exercise of non-statutory stock options held by
     such participants, not just the Gain Shares; and (ii) the transfer from
     certain employees to the Trust of shares of restricted stock. The number of
     shares of Common Stock registered pursuant to the Registration Statement
     shall remain the same, this Amendment No. 1 to the Registration Statement
     has been filed merely to amend the disclosure, as described in the previous
     sentence, in the prospectus included herein.
     ===========================================================================
    
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.



                  SUBJECT TO COMPLETION, DATED APRIL 15, 1997


                                1,000,000 Shares

                              ANALOG DEVICES, INC.

                                  COMMON STOCK

                           -------------------------

   
     The shares of Common Stock, $.16 2/3 par value per share (the "Common
Stock") of Analog Devices, Inc. ("Analog" or the "Company") covered by this
Prospectus may be issued, or transferred, by the Company from time to time to
the trust (the "Trust") established by the Company and Boatmens' Trust Company
(the "Trustee") pursuant to the Company's Deferred Compensation Plan. All of the
shares covered by this Prospectus may be offered and sold for the account of the
Trust, and the proceeds of the sale of the shares will be held by the Trustee
separate and apart from other funds of the Company and applied for the uses and
purposes of participants in the Company's Deferred Compensation Plan. See
"Deferred Compensation Plan" and "Use of Proceeds."
    

                           -------------------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
            ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
             OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
                      THE CONTRARY IS A CRIMINAL OFFENSE.

                           -------------------------



   
                 The date of this Prospectus is April   , 1997.
    

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                              AVAILABLE INFORMATION

   
          The Company is subject to the informational requirements of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
     accordance therewith files reports and other information with the
     Securities and Exchange Commission (the "Commission"). Reports, proxy
     materials and other information filed by the Company with the Commission,
     pursuant to the informational requirements of the Exchange Act, may be
     inspected and copied at the public reference facilities maintained by the
     Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
     Commission's regional offices located at Seven World Trade Center, 13th
     Floor, New York, New York 10048, and at Citicorp Center, 500 West Madison
     Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials also
     may be obtained from the Public Reference Section of the Commission at 450
     Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In
     addition, the Company is required to file electronic versions of these
     documents with the Commission through the Commission's Electronic Data
     Gathering, Analysis and Retrieval (EDGAR) system. The Commission maintains
     a World Wide Web site at http://www.sec.gov that contains reports, proxy
     and information statements and other information regarding registrants that
     file electronically with the Commission. The Common Stock of the Company is
     listed on the New York Stock Exchange and traded under the symbol "ADI."
     Reports, proxy materials and other information concerning the Company may
     also be inspected at the offices of the New York Stock Exchange, 20 Broad
     Street, New York, New York 10005. 
    

   
          The Company has filed with the Commission a Registration Statement (as
     amended by Post-Effective Amendment No. 1 thereto) on Form S-3 (the
     "Registration Statement") under the Securities Act of 1933, as amended (the
     "Securities Act"), with respect to the shares of Common Stock offered
     hereby. This Prospectus does not contain all the information set forth in
     the Registration Statement and the exhibits and schedules thereto, certain
     portions of which are omitted as permitted by the rules and regulations of
     the Commission. For further information with respect to the Company and the
     shares of Common Stock offered hereby, reference is made to the
     Registration Statement, including the exhibits and schedules thereto, which
     may be inspected, without charge, at the Commission's principal office at
     450 Fifth Street, N.W., Washington, D.C. 20549, and also at the regional
     offices of the Commission listed above. Copies of such materials may also
     be obtained from the Commission upon the payment of prescribed rates.
    

          Statements contained in this Prospectus as to any contracts,
     agreements or other documents filed as an exhibit to the Registration
     Statement are not necessarily complete, and in each instance reference is
     hereby made to the copy of such contract, agreement or other document filed
     as an exhibit to the Registration Statement for a full statement of the
     provisions thereof, and each such statement in this Prospectus is qualified
     in all respects by such reference.


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                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed by the Company with the Commission are
     incorporated herein by reference:

   
          (1) The Company's Annual Report on Form 10-K for the fiscal year ended
     November 2, 1996;
    
   
          (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
     February 1, 1997;
    
   
          (3) The Company's Registration Statement on Form 8-A (File No.
     0-4407) filed with the Commission on March 2, 1970; and
    
   
          (4) All documents filed by the Company pursuant to Section 13(a),
     13(c), 14 or 15(d) of the Exchange Act after April 15, 1997 and prior to
     the date of this Prospectus.
    

          All documents filed by the Company pursuant to Section 13(a), 13(c),
     14 or 15(d) of the Exchange Act after the date of this Prospectus and
     before the termination of the offering of the Common Stock offered hereby
     shall be deemed to be a part hereof from the date of filing such documents.
     Any statement contained herein or in a document incorporated or deemed to
     be incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Prospectus to the extent that 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 such statement as so modified or superseded shall not
     be deemed, except as so modified or superseded, to constitute a part of
     this Prospectus.

          This Prospectus may contain and/or incorporate by reference
     forward-looking statements within the "safe harbor" provisions of the
     Private Securities Litigation Reform Act of 1995. For this purpose, any
     statements contained herein or incorporated herein by reference that are 
     not statements of material fact may be deemed to be forward-looking
     statements. Without limiting the foregoing, the words "believes,"
     "anticipates," "plans," "expects" and similar expressions are intended to
     identify forward-looking statements. Reference is made in particular to the
     discussion set forth under "Management's Discussion and Analysis of
     Financial Condition and Results of Operations" in the Company's Annual
     Report on Form 10-K for the fiscal year ended November 2, 1996 (the "Form
     10-K") and the Quarterly Report on Form 10-Q for the quarter ended February
     1, 1997, incorporated in this Prospectus by reference. Such statements are
     based on current expectations that involve a number of uncertainties.
     Actual results could differ materially from those projected in any such 
     forward looking statements. 

                                       -3-

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          The Company will provide without charge to each person to whom this
     Prospectus is delivered, upon the request of such person, a copy of any or
     all of the above documents incorporated herein by reference (without
     exhibits to such documents other than exhibits specifically incorporated by
     reference into the documents that this Prospectus incorporates). Requests
     for such copies should be directed to Joseph E. McDonough, Vice
     President-Finance of Analog Devices, Inc., One Technology Way, Norwood, MA
     02062-9106; telephone number (617) 329-4700.

          NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
     ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS
     OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND ANY INFORMATION
     OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING
     BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
     OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER
     THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR
     SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
     SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
     ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE ANY
     IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
     SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT
     AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.











                                       -4-

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                                   THE COMPANY

          The Company designs, manufactures and markets a broad line of
     high-performance linear, mixed-signal and digital integrated circuits
     ("ICs") that address a wide range of real-world signal processing
     applications. The Company's principal products include general-purpose,
     standard-function linear and mixed-signal ICs ("SLICs"), special-purpose
     linear and mixed-signal ICs ("SPLICs") and digital signal processing ICs
     ("DSP ICs"). The Company also manufactures and markets devices using
     assembled product technology.

                           DEFERRED COMPENSATION PLAN

   
          The Company has established the Analog Devices, Inc. Deferred
     Compensation Plan (the "Plan") to provide (i) certain management and highly
     compensated employees of the Company and (ii) the non-employee directors of
     the Company with the opportunity to defer receipt of portions of their
     compensation payable for services rendered to the Company. The obligations
     of the Company under such deferral arrangements (the "Obligations") are
     unfunded and unsecured general obligations of the Company to pay in the
     future the value of the deferred compensation 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 Plan. Eligible participants in the Plan
     ("Eligible Participants") are the Company's non-employee directors and
     certain Company employees designated from time to time, by name, group or
     description by the Administrative Committee for the Plan.
    

   
          The Plan was adopted on November 3, 1995 and amended on December 3,
     1996 and March 11, 1997, and permits Eligible Participants to defer (i)
     salary and bonuses, (ii) in the case of non-employee directors, director
     fees and meeting fees and (iii) the gains that would otherwise be
     recognized upon the exercise of non-statutory stock options held by
     Eligible Participants ("Deferred Option Gains") and gains that would
     otherwise be recognized upon the lapse or termination of the restrictions
     and forfeiture provisions applicable to grants of restricted stock held by
     Eligible Participants. 
    

   
          Ordinarily, upon the exercise of non-statutory stock options, Eligible
     Participants would be required to recognize, for federal income tax
     purposes, an amount equal to the difference between the option exercise
     price and the fair market value of the Company's Common Stock issued upon
     the option exercise. To defer the Deferred Option Gains, Eligible
     Participants are required to deliver an irrevocable election to the Company
     prior to the option exercise. The Eligible Participant must specify at the
     time the irrevocable election is made whether such election relates to (i)
     all the shares issuable pursuant to a specified option or (ii) only those
     shares issuable pursuant to the specified option which, based on the then
     fair market value, represents the gain that would otherwise be realized
     upon the option exercise (the "Gain Shares"). After the deferral election
     has been delivered and the option is exercised, the Company will issue to
     the Trust (established for the Plan by a Trust Agreement between the
     Company and the Trustee), in accordance with the prior election, either (i)
     all of the shares issuable upon the exercise of such option or (ii) the
     Gain Shares, as the case may be. 

          From time to time, certain employees of the Company are granted stock
     awards ("Restricted Stock Awards") that are subject to certain restrictions
     and/or risks of forfeiture (collectively, "Restrictions"). Ordinarily, upon
     the lapse or termination of such Restrictions, such employees would realize
     income for Federal Tax purposes in an amount equal to the difference
     between the price paid for the shares granted pursuant to the Restricted
     Stock Award, which is ordinarily a nominal amount, and the fair market
     value of the stock on the date the Restrictions lapse or terminate. The
     Plan allows Eligible Participants to defer the payment of the taxes which
     would otherwise be due at the time the Restrictions lapse or terminate
     ("Restricted Stock Gains"). In order to defer Restricted Stock Gains
     ("Deferred Restricted Stock Gains"), Eligible Participants must deliver an
     irrevocable election to the Company prior to the date that the Restrictions
     on such shares lapse or terminate. After such an election has been made,
     the holders of such restricted shares will cause the Company to transfer
     such shares to the Trust. 

    

                                       -5-

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          The Trust is considered to be a grantor trust for federal income tax
     purposes. Shares issued to the Trust in connection with Deferred Option
     Gains and shares transferred to the Trust in connection with Deferred
     Restricted Stock Gains, are held by the Trustee together with any
     other funds or assets deposited with the Trustee by the Company pursuant to
     the terms of the Plan and the Trust Agreement. The assets of the Trust, and
     any earnings thereon, are held separate and apart from other funds of
     the Company for the uses and purposes of Plan participants. The Company's
     obligations with respect to an Eligible Participant's Deferred Option Gains
     and/or Deferred Restricted Stock Gains are unfunded and unsecured promises
     by the Company to pay in the future the value of the Deferred Option Gains
     and/or Deferred Restricted Stock Gains, adjusted either up or down to
     reflect the performance of selected investment measurement options
     available to each participant during the deferral period in accordance with
     the Plan and the Trust Agreement.

          Shares of the Company's Common Stock issued with respect to Deferred
     Option Gains and Deferred Restricted Stock Gains shall be sold from time to
     time in the open market for the account of the Trust when an Eligible
     Participant advises the Company to change his/her investment from Analog
     Common Stock to one or more of the several investment measurement options
     available to Plan participants. After such shares are sold, investment
     earnings credited to the Eligible Participant's account will be indexed to
     the mutual funds or indices selected by the Eligible Participant. The
     Company is not actually required to invest the deferred compensation in the
     types of funds specified by a Plan participant. However, such use of the
     Trust may assist the Company in meeting its future Obligations.

    

          The Company has filed with the Commission a Registration Statement on
     Form S-8 under the Securities Act with respect to the Company's Obligations
     under the Plan (Registration Statement No. 33-64849).

          The address of the Trustee is Boatmens' Trust Company, Attention: John
     Bascio, LBT 970, P.O. Box 14737, St. Louis, MO 63178-4737.

                                 USE OF PROCEEDS

          As set forth under "Deferred Compensation Plan," the proceeds from the
     sale of any shares of Company Common Stock shall be held by the Trustee
     separate and apart from other funds of the Company and applied for the use
     and purposes of participants in the Plan. Such proceeds, together with
     other assets held by the Trust, shall be subject to the claims of the
     Company's general creditors under federal and state laws in the event of
     the Company's insolvency.
   
          The Company cannot determine the number of shares of Common Stock
     which will be sold pursuant to this Prospectus because that number is
     dependent upon the extent to which Eligible Participants elect to defer the
     recognition of gains from their exercise of stock options and Restricted
     Stock Awards granted by the Company.
    

                              PLAN OF DISTRIBUTION

          Shares of Common Stock covered hereby may be offered and sold by the
     Company for the account of the Trust. Such sales may be made on the New
     York Stock Exchange in



                                       -6-

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     open market transactions including one or more of the following methods:
     (a) purchases by a broker-dealer as principal for resale on the open market
     by such broker or dealer for its account pursuant to this Prospectus; (b)
     ordinary open market brokerage transactions and open market transactions in
     which a broker solicits purchasers; and (c) block trades in which a
     broker-dealer so engaged will attempt to sell on the open market the shares
     as agent but may position and resell a portion of the block as principal to
     facilitate the transaction. In effecting sales, broker-dealers engaged to
     sell the shares may arrange for other broker-dealers to participate.
     Broker-dealers will receive commissions or discounts from the Company in
     amounts to be negotiated immediately prior to the sale.

          In offering the shares of Common Stock covered hereby, any
     broker-dealers and any other participating broker-dealers who execute sales
     may be deemed to be "underwriters" within the meaning of the Securities Act
     in connection with such sales, and the compensation of such broker-dealers
     may be deemed to be underwriting discounts and commissions.

          This offering will terminate on the date on which all shares offered
     hereby have been sold.

                             INDEMNIFICATION MATTERS

          The Restated Articles of Organization of the Company, as amended (the
     "Articles of Organization") provide that the directors and officers of the
     Company shall be indemnified by the Company to the fullest extent
     authorized by Massachusetts law, as it now exists or may in the future be
     amended, against all liabilities and expenses incurred in connection with
     service for or on behalf of the Company. In addition, the Articles of
     Organization provide that the directors of the Company will not be
     personally liable for monetary damages to the Company for breaches of their
     fiduciary duty as directors.

          Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers or persons
     controlling the registrant pursuant to the foregoing provisions, the
     Registrant has been informed 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.

                                  LEGAL MATTERS

          The validity of the shares offered hereby will be passed upon for the
     Company by Hale and Dorr LLP, Boston, Massachusetts.

                                       -7-

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                                     EXPERTS

          The consolidated financial statements and schedule of Analog Devices,
     Inc. appearing in Analog Devices, Inc.'s Annual Report (Form 10-K) for the
     year ended November 2, 1996 have been audited by Ernst & Young LLP,
     independent auditors, as set forth in their report thereon included therein
     and incorporated herein by reference. Such financial statements and
     schedule are incorporated herein by reference in reliance upon such report
     given upon the authority of such firm as experts in accounting and
     auditing.


                                       -8-

   10



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS
   


     ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the issuance and distribution of the securities being registered. All amounts shown are estimates except the Securities and Exchange Commission registration fee. SEC Registration Fee................................. $10,511 Accounting Fees and Expenses......................... 8,000 Legal Fees and Expenses.............................. 20,000 Miscellaneous........................................ 6,489 Total................................................ $45,000
ITEM 15. 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 II-1 11 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. 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. ITEM 16. EXHIBITS. See Exhibit Index included immediately preceding the Exhibits to this Registration Statement, which is incorporated herein by reference. ITEM 17. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) 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 of 1933, as amended (the "Securities Act"); II-2 12 (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; (iii) 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; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in this Registration Statement. (2) That, for the purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (b) 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 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 the bona fide offering thereof. (c) 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 indemnification provisions described herein, 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, II-3 13 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. II-4 14 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-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwood, Commonwealth of Massachusetts, on the 15th day of April, 1997. ANALOG DEVICES, INC. By:/s/ Jerald G. Fishman* ------------------------------ Jerald G. Fishman President and Chief Executive Officer 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 --------- ----- ---- ) ) /s/ Jerald G. Fishman* )April 15, 1997 --------------------- President, Chief Executive ) JERALD G. FISHMAN Officer and Director ) II-5 15 ) ) /s/ Ray Stata* ) ----------------------------- Chairman of the Board ) RAY STATA and Director ) ) ) ) /s/ Joseph E. McDonough* ) ----------------------------- Vice President-Finance and ) JOSEPH E. MCDONOUGH Chief Financial Officer )April 15, 1997 ) ) ) ) ) /s/ John L. Doyle* ) ----------------------------- Director ) JOHN L. DOYLE ) ) ) ) ) /s/ Samuel H. Fuller* ) ----------------------------- Director ) SAMUEL H. FULLER ) ) ) ) ) ) ----------------------------- Director ) CHARLES O. HOLLIDAY, JR. ) ) ) ) ) /s/ Gordon C. McKeague* ) ----------------------------- Director ) GORDON C. MCKEAGUE ) ) ) ) ) /s/ Joel Moses* ) ----------------------------- Director ) JOEL MOSES ) ) ) ) ) ----------------------------- Director ) LESTER C. THUROW ) * By /s/ Paul P. Brountas ---------------------------------- PAUL P. BROUNTAS, ATTORNEY-IN-FACT II-6 16 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 3.1 Restated Articles of Organization of the Registrant, as amended (incorporated herein by reference to the Registrant's Form S-8, dated as of May 30, 1996). 3.2 By-Laws of the Registrant, as amended (incorporated herein by reference to the Registrant's Form 10-K for the fiscal year ended October 31, 1992). 4.1 Rights Agreement, as amended, between the Registrant and The First National Bank of Boston, as Rights Agent (incorporated herein by reference to a Form 8 filed on June 27, 1989 amending the Registration Statement on Form 8-A relating to Common Stock Purchase Rights). 4.2 Deferred Compensation Plan of the Registrant (incorporated herein by reference to the Registrant's Form S-8, dated December 8, 1995 (File No. 33-64849)). 4.3 Amendment No. 1, dated December 3, 1996 to Analog Devices, Inc. Deferred Compensation Plan (incorporated herein by reference to the Registrant's Post-Effective Amendment No. 1 to Form S-8, dated April 15, 1997 (File No. 33-64849)). 4.4 Amendment No. 2, dated March 11, 1997 to Analog Devices, Inc. Deferred Compensation Plan (incorporated herein by reference to the Registrant's Post-Effective Amendment No. 1 to Form S-8, dated April 15, 1997 (File No. 33-64849). 4.5 Trust Agreement for Deferred Compensation Plan between the Registrant and Boatmens' Trust Company ("Trustee"), dated December 11, 1995.+ 4.6 Amendment No. 1, dated December 3, 1996, to Trust Agreement for Deferred Compensation Plan between the Registrant and the Trustee (incorporated herein by reference to the Registrant's Post-Effective Amendment No. 1 to Form S-8, dated April 15, 1997 (File No. 33-64849). 4.7 Amendment No. 2, dated March 11, 1997, to Trust Agreement for Deferred Compensation Plan between the Registrant and the Trustee (incorporated herein by reference to the Registrant's Post-Effective Amendment No. 1 to Form S-8, dated April 15, 1997 (File No. 33-64849). 5.1 Opinion of Hale and Dorr.+ 23.1 Consent of Hale and Dorr.+ 23.2 Consent of Independent Auditors. 24.1 Powers of Attorney.+ -------------------- + Previously filed
   1



                                                                    EXHIBIT 23.2



                         CONSENT OF INDEPENDENT AUDITORS

   
        We consent to the reference to our firm under the caption "Experts" in
the Post-Effective Amendment No. 1 to the Registration Statement (Form S-3 No.
333-17651) and related Prospectus of Analog Devices, Inc. for the registration 
of 1,000,000 shares of its common stock and to the incorporation by reference
therein of our report dated December 3, 1996, with respect to the consolidated
financial statements and  schedule of Analog Devices, Inc. included in its
Annual Report (Form 10-K) for the year ended November 2, 1996, filed with the
Securities and Exchange Commission.
    
                                                 /s/ Ernst & Young LLP

                                                 ERNST & YOUNG LLP
   
     Boston, Massachusetts
     April 9, 1997