SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): May 13, 2004

                              Analog Devices, Inc.
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               (Exact name of registrant as specified in charter)

          Massachusetts                    1-7819                 04-2348234
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     (State or other juris-              (Commission           (IRS Employer
    diction of incorporation              File Number)       Identification No.)


           One Technology Way, Norwood, MA                        02062
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      (Address of principal executive offices)                  (Zip Code)


       Registrant's telephone number, including area code: (781) 329-4700


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          (Former name or former address, if changed since last report)


Item 12. Results of Operations and Financial Condition On May 13, 2004, Analog Devices, Inc. announced its financial results for the quarter ended May 1, 2004. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 13, 2004 ANALOG DEVICES, INC. By: /s/ Joseph E. McDonough ----------------------- Joseph E. McDonough Vice President-Finance and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated May 13, 2004

                                                                    Exhibit 99.1

Analog Devices' Second-Quarter Revenue Increases 35% Year-over-Year
and Earnings Per Share More Than Double

    NORWOOD, Mass.--(BUSINESS WIRE)--May 13, 2004--Analog Devices,
Inc. (NYSE: ADI), a global leader in high-performance semiconductors
for signal processing applications, today reported revenue of $678.5
million for the second quarter of fiscal 2004, which ended on May 1.
Revenue increased 35% compared to the same period one year ago and 12%
compared to the previous quarter. Net income for the second quarter
was $152.6 million, more than double the $71.3 million for the same
period in the prior year and 31% above the $116.8 million in the
immediately prior quarter. The second quarter's diluted earnings per
share (EPS) under generally accepted accounting principles (GAAP) was
$0.39, up from $0.19 for the same period one year ago and up from
$0.30 for the immediately prior quarter.

    ADI also announced that the company's Board of Directors declared
a cash dividend of $0.06 per outstanding share of common stock,
payable on June 16, 2004 to all stockholders of record at the close of
business on May 28, 2004.

    "We had an excellent quarter with revenue, margins, and EPS all
well above our expectations when the quarter began," said Mr. Jerald
G. Fishman, president and CEO. "Demand continued to accelerate during
the second quarter, driven by the widespread adoption of our
high-performance analog and DSP core technology."

    "In the second quarter, we saw growth across each of the major end
markets we serve. The highest growth came from consumer electronics
and from the industrial market which represents a wide range of
customers designing factory automation systems, test equipment,
medical electronics, and scientific instrumentation. We also saw good
revenue growth from the communications and computer markets.

    "On a geographic basis, the strongest revenue growth was from
North America. Europe, Japan, and the rest of Asia also had good
growth within the quarter.

    "Gross margins rose to 59.2% of sales, a new peak for ADI and a
210 basis point improvement over the 57.1% we achieved in the
immediately prior quarter. In addition, operating expenses as a
percent of sales decreased to 31.5%, a sequential improvement of 150
basis points. As a result, operating margins rose sequentially by 360
basis points to 27.7% of sales.

    "Our balance sheet also continued to strengthen in the second
quarter. Cash and short-term investments grew by $235 million to $2.5
billion. Days cost of sales in inventory declined to 102 days in the
second quarter compared to 103 days in the previous quarter, while
days sales in accounts receivable declined to 44 days compared to 48
days in the previous quarter."

    Regarding the near-term outlook, Mr. Fishman said, "The 13-week
backlog continues to grow, reaching $571 million at the close of the
second quarter, a 20% sequential increase. We are planning for revenue
to grow sequentially by approximately 7% to 10% during the third
quarter of fiscal 2004 to approximately $725 to $745 million, with
continuing strong operating leverage. As a result, we estimate EPS to
be in the range of $0.43 to $0.45."

    Mr. Fishman will discuss the second quarter's results and the
near-term outlook via webcast, accessible from www.analog.com, today
beginning at 4:30 pm EST. Investors who prefer to join by telephone
may call 706-634-7193 ten minutes before the call begins and provide
the password "ADI."

    A replay will be available almost immediately after the call. The
replay may be accessed for up to one week by dialing 706-645-9291
(replay only) and providing the conference ID: 7264235 or by visiting
the Investor Relations page on ADI's web site.
    Analog Devices, Inc. is a leading manufacturer of precision
high-performance integrated circuits used in analog and digital signal
processing applications. ADI is headquartered in Norwood,
Massachusetts, and employs approximately 8,700 people worldwide. It
has manufacturing facilities in Massachusetts, California, North
Carolina, Ireland, and the Philippines. Analog Devices' common stock
is listed on the New York Stock Exchange and ADI is included in the
S&P 500 Index.

    Safe harbor statement under the Private Securities Litigation
Reform Act of 1995: This press release contains forward-looking
statements, including our statements regarding planned revenue,
earnings, and operating margins, that are based on our current
expectations, beliefs, assumptions, estimates, forecasts, and
projections about the industry and markets in which Analog Devices
operates. The statements contained in this release are not guarantees
of future performance and involve certain risks, uncertainties, and
assumptions that are difficult to predict. Therefore, actual outcomes
and results may differ materially from what is expressed in such
forward-looking statements, and such statements should not be relied
upon as representing Analog Devices' expectations or beliefs as of any
date subsequent to the date of this press release. Important factors
that may affect future operating results include the effects of
adverse changes in overall economic conditions, currency exchange rate
fluctuations, the timing and duration of market upturns and downturns,
the growth or contraction of the markets we serve, demand for
semiconductors generally and for our products in particular, the risk
that our backlog could decline significantly, our ability to hire
engineers and other qualified employees needed to meet the expected
demands of our customers, reversals or slowdowns in the markets or
customers served by our products, the adverse effects of building
inventories to meet planned growth that fails to materialize, the
occurrence and frequency of inventory and lead-time reduction cycles,
raw material availability, availability of both internal and external
manufacturing capacity, technological and product development risks,
competitors' actions and technological innovations, and other risk
factors described in our most recent Form 10-Q for the first fiscal
quarter ended January 31, 2004, as filed with the Securities and
Exchange Commission.


       Analog Devices Supplemental Information, Second Quarter,
                              Fiscal 2004

                        Sales/Earnings Summary
          (In thousands of dollars, except per-share amounts)

                                     2Q 04        1Q 04        2Q 03
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  Three Months Ended           May 1, 2004  Jan 31, 2004  May 3, 2003
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Net Sales                         $678,530     $605,353     $501,883
   Y/Y Growth                           35%          30%          21%
   Q/Q Growth                           12%           9%           7%
Cost of Sales                      277,008      259,888      228,423
Gross Margin                       401,522      345,465      273,460
   Percent of Sales                   59.2%        57.1%        54.5%
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Operating Expenses:
   R&D                             126,274      118,237      110,827
   Selling, Marketing and G&A       85,282       79,238       71,509
   Acquisition-related
    expenses                         2,204        2,393        2,658
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Operating Income                   187,762      145,597       88,466
   Percent of Sales                   27.7%        24.1%        17.6%
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Other (Income) Expense              (7,232)      (4,197)      (2,952)
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Income Before Tax                  194,994      149,794       91,418
Provision for Taxes                 42,411       32,955       20,112
   Tax Rate                             22%          22%          22%
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Net Income                        $152,583     $116,839      $71,306
   Percent of Sales                     22%          19%          14%
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Shares used for EPS - Basic        374,864      372,052      364,267
Shares used for EPS - Diluted      395,052      392,904      379,163

Earnings per Share - Basic           $0.41        $0.31        $0.20
Earnings per Share - Diluted         $0.39        $0.30        $0.19

Dividends declared per share         $0.06        $0.04           $-
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                                      2Q 04        2Q 03
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  Six Months Ended             May 1, 2004   May 3, 2003
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Net Sales                       $1,283,883     $969,306
   Y/Y Growth                           32%          20%
Cost of Sales                      536,896      442,709
Gross Margin                       746,987      526,597
   Percent of Sales                   58.2%        54.3%
- --------------------------------------------------------
Operating Expenses:
   R&D                             244,511      217,939
   Selling, Marketing and G&A      164,520      140,824
   Acquisition-related
    expenses                         4,597        5,507
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Operating Income                   333,359      162,327
   Percent of Sales                   26.0%        16.7%
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Other (Income) Expense             (11,429)      (6,004)
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Income Before Tax                  344,788      168,331
Provision for Taxes                 75,366       37,033
   Tax Rate                             22%          22%
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Net Income                        $269,422     $131,298
   Percent of Sales                     21%          14%
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Shares used for EPS - Basic        373,458      363,703
Shares used for EPS - Diluted      393,978      378,680

Earnings per Share - Basic           $0.72        $0.36
Earnings per Share - Diluted         $0.68        $0.35

Dividends declared per share         $0.10           $-
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       Analog Devices Supplemental Information, Second Quarter,
                              Fiscal 2004

                  Selected Balance Sheet Information
                       (In thousands of dollars)

                                     2Q 04        1Q 04        2Q 03
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                               May 1, 2004  Jan 31, 2004  May 3, 2003
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Cash & Short-term Investments   $2,541,582   $2,306,525   $3,101,483
Accounts Receivable, Net           328,318      315,900      242,767
Inventories                        308,539      292,626      293,487
Other Current Assets               171,815      175,131      194,150
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  Total Current Assets           3,350,254    3,090,182    3,831,887
PP&E, Net                          666,826      660,891      726,533
Investments                        307,638      356,535      286,119
Intangible Assets                  170,700      171,360      173,328
Other                               22,902       23,269      117,446
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Total Assets                    $4,518,320   $4,302,237   $5,135,313
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Deferred income-shipments to
 distributors                     $150,429     $138,266     $108,980
Other Current Liabilities          429,437      372,220      367,492
Long-term Debt                           -            -    1,279,027
Non-Current Lease Obligations            -            -          237
Non-Current Liabilities            339,559      353,760      323,692
Stockholders' Equity             3,598,895    3,437,991    3,055,885
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Total Liabilities & Equity      $4,518,320   $4,302,237   $5,135,313
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          Capital Expenditures, Depreciation & Amortization
                      (In thousands of dollars)

                                     2Q 04         1Q 04        2Q 03
  Three Months Ended           May 1, 2004  Jan 31, 2004  May 3, 2003
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Capital Expenditures               $43,353      $27,073      $14,348
Depreciation                       $37,272      $37,565      $42,503
Amortization of Intangibles           $676         $677         $656

  Six Months Ended             May 1, 2004   May 2, 1999
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Capital Expenditures               $70,426      $29,301
Depreciation                       $74,837      $84,042
Amortization of Intangibles         $1,353       $1,308

    CONTACT: Analog Devices
             Maria Tagliaferro, 781-461-3282
             investor.relations@analog.com