SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FISHMAN JERALD (Last) (First) (Middle) P.O. BOX 9106 THREE TECHNOLOGY WAY (Street) NORWOOD MA 020629106 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ANALOG DEVICES INC [ ADI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) PRESIDENT AND CEO
	3. Date of Earliest Transaction (Month/Day/Year) 12/03/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Comm Stock-$.16-2/3 value	12/03/2003		M		25,000	A	$6.625	57,423	D
Comm Stock-$.16-2/3 value	12/03/2003		S		25,000	D	$49.91	32,423	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$6.625	12/03/2003		M			25,000	09/04/2001	09/04/2008	Comm Stock-$.16-2/3 value	25,000	$0	120,000	D
Non-Qualified Stock Option (right to buy)	$39.06							07/18/2002	07/18/2011	Comm Stock-$.16-2/3 value	13,964		13,964	D
Non-Qualified Stock Option (right to buy)	$41.05							01/22/2005	01/22/2012	Comm Stock-$.16-2/3 value	530,000		530,000	D
Non-Qualified Stock Option (right to buy)	$19.89							09/24/2003	09/24/2012	Comm Stock-$.16-2/3 value	500,000		500,000	D
Non-Qualified Stock Option (right to buy)	$7.375							09/08/2001	02/20/2007	Comm Stock-$.16-2/3 value	540,000		540,000	D
Non-Qualified Stock Option (right to buy)	$7.375							09/08/2001	12/16/2007	Comm Stock-$.16-2/3 value	600,000		600,000	D
Non-Qualified Stock Option (right to buy)	$28.75							11/30/2002	11/30/2009	Comm Stock-$.16-2/3 value	600,000		600,000	D
Non-Qualified Stock Option (right to buy)	$44.5							11/10/2003	11/10/2010	Comm Stock-$.16-2/3 value	600,000		600,000	D

Explanation of Responses:

	By: WILLIAM A. MARTIN, Attny In Fact	12/04/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.