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                                                                     Exhibit 3.1

Examiner

- ----------
Name
Approved

 C    [ ]
 P    [ ]
 M    [X]
 R.A. [ ]

 22
- ---------
P.C.

                                                        FEDERAL IDENTIFICATION
                                                        No. 04-2348234

                        THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                        RESTATED ARTICLES OF ORGANIZATION
                    (General Laws, Chapter 156B, Section 74)

                         We, Jerald G. Fishman, *President,
                         and Paul P. Brountas, *Clerk, of
                              Analog Devices, Inc.,
                          -----------------------------
                           (Exact name of corporation)

      located at One Technology Way, P.O. Box 9106, Norwood, MA 02062-9106,
- --------------------------------------------------------------------------------
                  (Street address of corporation Massachusetts)

do hereby certify that the following Restatement of the Articles of Organization
was duly adopted at a meeting held on June 10, 1998 by a vote of the directors

- ------ shares of ------------------------------ of --------- shares outstanding,
                 (type, class & series, if any)

- ------ shares of ------------------------------ of ----- shares outstanding, and
                 (type, class & series, if any)

- ------ shares of ------------------------------ of --------- shares outstanding,



                         (type, class & series, if any)

**being at least a majority of each type, class or series outstanding and
entitled to vote thereon: / **being at least two-thirds of each type, class or
series outstanding and entitled to vote thereon and of each type, class or
series of stock whose rights are adversely affected thereby:

                                    ARTICLE I
                         The name of the corporation is:

                              Analog Devices, Inc.

                                   ARTICLE II
      The purpose of the corporation is to engage in the following business
                                  activities:

                                See Attachment 2

*Delete the Inapplicable words. **Delete the inapplicable clause. Note: If the
space provided under any article or item on this form is insufficient, additions
shall be set forth on separate 8 1/2 x 11 sheets of paper, with a left margin of
at least 1 inch. Additions to more than one article may be made on a single
sheet so long as each article requiring each addition is clearly indicated.

                                   ARTICLE III

State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue:




             WITHOUT PAR VALUE                              WITH PAR VALUE
             -----------------                              --------------
TYPE
VALUE        NUMBER OF SHARES            TYPE               NUMBER OF SHARES     PAR
- -----        ----------------            ----               ----------------     ---
                                                                   
Common:                                 Common:              600,000,000       $ .16 2/3
Preferred:                             Preferred:               *471,934       $1.00
                                    (Series A Junior
                                  Participating Preferred        300,000       $1.00)


*The number of Preferred Shares has been adjusted to reflect the cancellation of
28,066 shares of Preferred Stock that were issued and retired.

                                   ARTICLE IV

If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a



description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.

            See Attachment 4

                                    ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:

            None

                                   ARTICLE VI

**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

            See Attachment 6

**If there are no provisions state "None".

Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.

                                   ARTICLE VII

The effective date of the restated Articles of Organization of the corporation
shall be the date approved and filed by the Secretary of the Commonwealth. If a
later effective date is desired, specify such date which shall not be more than
thirty days after the date of filing.

                                  ARTICLE VIII

The information contained in Article VIII is not a permanent part of the
Articles of Organization.

a.    The street address (post office boxes are not acceptable) of the principal
      office of the corporation in Massachusetts is:

            One Technology Way, Norwood, MA 02062-9106

b.    The name, residential address and post office address of each director and
      officer of the corporation is as follows:

             NAME            RESIDENTIAL ADDRESS           POST OFFICE ADDRESS

President:

Treasurer:

Clerk:                   See Attachment 8



Directors:

c.    The fiscal year (i.e., tax year) of the corporation shall end on the last
      day of the month of: October

d.    The name and business address of the resident agent, if any, of the
      corporation is:

** We further certify that the foregoing Restated Articles of Organization
affect no amendments to the Articles of Organization of the corporation as
heretofore amended, except amendments to the following articles. Briefly
describe amendments below:

SIGNED UNDER THE PENALTIES OF PERJURY, this 29 day of June, 1998

/s/ Jerald G. Fishman                                   *President
- -----------------------------,

/s/ Paul P. Brountas                                       *Clerk
- -----------------------------,

* Delete the inapplicable words. ** If there are no amendments, state 'None'.

                        THE COMMONWEALTH OF MASSACHUSETTS

                        RESTATED ARTICLES OF ORGANIZATION
                    (General Laws, Chapter 156B, Section 74)

I hereby approve the within Restated Articles of Organization and, the filing
fee in the amount of $200 having been paid, said articles are deemed to have
been filed with me this 1st day of July, 1998.

Effective Date: ------------------------------------------------

                           /s/ WILLIAM FRANCIS GALVIN

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth

                         TO BE FILLED IN BY CORPORATION
                      Photocopy of document to be sent to:



                                  Donna A. Pace
                -----------------------------------------------
                               Corporate Paralegal
                                Hale and Dorr LLP

                -----------------------------------------------
                                 60 State Street
                                Boston, MA 02109

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

                Telephone:      (617) 526-5179

                                  ATTACHMENT 4

4.    If more than one class is authorized, a description of each of the
      different classes of stock with, if any, the preferences, voting powers,
      qualifications, special or relative rights or privileges as to each class
      thereof and any series now established:

RIGHTS, PREFERENCES, LIMITATIONS AND RESTRICTIONS ON CAPITAL STOCK.

      The following is a statement of the designations and the powers,
preferences and rights and the qualifications, limitations or restrictions
thereof, in respect of the authorized capital stock of the corporation.

      A. ISSUANCE IN SERIES.

      The Preferred Stock may be issued in one or more series at such time or
times and for such consideration or considerations as the Board of Directors may
determine. Each series shall be so designated as to distinguish the shares
thereof from the shares of all other series and classes. Except as to the
relative rights and preferences referred to in paragraph B below, in respect of
any or all of which there may be variations between different series, all shares
of Preferred Stock shall be identical. Different series of Preferred Stock shall
not be construed to constitute different classes of shares for the purpose of
voting by classes.

      B. I. AUTHORITY TO ESTABLISH VARIATIONS BETWEEN SERIES.

      The Board of Directors is expressly authorized, subject to the limitations
prescribed by law and the provisions of these Articles of Organization, to
provide by adopting a vote or votes, a certificate of which shall be filed in
accordance with the Business Corporation Law of the Commonwealth of
Massachusetts, for the issue of the Preferred Stock in one or more series, each
with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof as
shall be stated in the vote or votes creating such series. The authority of the
Board of Directors with respect to each such series shall include without
limitation of the foregoing the right to determine and fix:

      (1) The distinctive designation of such series and the number of shares to
constitute such series;

      (2) The rate at which dividends on the shares of such series shall be



declared and paid, or set aside for payment, whether dividends at the rate so
determined shall be cumulative, and whether the shares of such series shall be
entitled to any participating or other dividends in addition to dividends at the
rate so determined, and if so on what terms;

      (3) The right, if any, of the corporation to redeem shares of the
particular series and, if redeemable, the price, terms and manner of such
redemption;

      (4) The special and relative rights and preferences, if any, and the
amount or amounts per share, which the shares of such series shall be entitled
to receive upon any voluntary or involuntary liquidation, dissolution or winding
up of the corporation;

      (5) The terms and conditions, if any, upon which shares of such series
shall be convertible into, or exchangeable for, shares of stock of any other
class or classes, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any;

      (6) The obligation, if any, of the corporation to retire or purchase
shares of such series pursuant to a sinking fund or fund of a similar nature or
otherwise, and the terms and conditions of such obligation;

      (7) Voting rights, if any, provided that the shares of all series with
voting rights shall not have more than one vote per share;

      (8) Limitations, if any, on the issuance of additional shares of such
series or any shares of any other series of Preferred Stock; and

      (9) Such other preferences or restrictions or qualifications thereof as
the Board of Directors may deem advisable and are note inconsistent with law and
the provisions of these Articles.

      II. SERIES A JUNIOR PARTICIPATING PREFERRED STOCK.

      Pursuant to the authority vested in the Board of Directors of the
Corporation by Article 4 of these Articles, the Board of Directors has
designated a series of Preferred Stock, $1.00 par value per shares (the
"Preferred Stock"), of the Corporation and hereby states the designation, and
number of shares, and fixes the relative rights, preferences and limitations
thereof as follows:

                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK:

      Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be three hundred thousand (300,000). Such number of shares may be
increased or decreased by resolution of the Board of Directors prior to
issuance; PROVIDED, that no decrease shall reduce the number of shares of Series
A Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Stock.

                                      -2-


      Section 2. DIVIDENDS AND DISTRIBUTIONS.

      (A) Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the Series
A Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of Common Stock, par value $.16
2/3 per share (the "Common Stock"), of the Corporation, and of any other junior
stock, shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds of the Corporation legally available for the payment of
dividends, quarterly dividends payable in cash on the last day of each fiscal
quarter of the Corporation in each year (each such date being referred to herein
as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a share or fraction of a share
of Series A Preferred Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $100 or (b) subject to the provision for
adjustment hereinafter set forth, 1,000 times the aggregate per share amount of
all cash dividends, and 1,000 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred Stock payable
in shares of Series A Preferred Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Series A Preferred Stock (by
reclassification or otherwise than by payment of a dividend in shares of Series
A Preferred Stock) into a greater or lesser number of shares of Series A
Preferred Stock, then in each such case the amount to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event under
clause (b) of the first sentence of this Section 2(A) shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Series A Preferred Stock that were outstanding immediately prior to
such event and the denominator of which is the number of shares of Series A
Preferred Stock outstanding immediately after such event.

      (B) The Corporation shall declare a dividend or distribution on the Series
A Preferred Stock as provided in paragraph (A) of this Section immediately after
it

                                      -3-


declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock) and the Corporation shall pay such dividend
or distribution on the Series A Preferred Stock before the dividend or
distribution declared on the Common Stock is paid or set apart; provided that,
in the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $100 per share on the
Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

      (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.

      Section 3. VOTING RIGHTS. The holders of shares of Series A Preferred
Stock shall have the following voting rights:

      (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred Stock payable
in shares of Series A Preferred Stock, or effect a

                                      -4-


subdivision, combination or consolidation of the outstanding shares of Series A
Preferred Stock (by reclassification or otherwise than by payment of a dividend
in shares of Series A Preferred Stock) into a greater or lesser number of shares
of Series A Preferred Stock, then in each such case the number of votes per
share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such amount by
a fraction, the numerator of which is the number of shares of Series A Preferred
Stock that were outstanding immediately prior to such event and the denominator
of which is the number of shares of Series A Preferred Stock outstanding
immediately after such event.

      (B) Except as otherwise provided herein, in the Articles of Organization
or by law, the holders of shares of Series A Preferred Stock and the holders of
shares of Common Stock and any other capital stock of the Corporation having
general voting rights shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.

      (C) (i) If at any time dividends on any Series A Preferred Stock shall be
in arrears in an amount equal to six quarterly dividends thereon, the holders of
the Series A Preferred Stock, voting as a separate series from all other series
of Preferred Stock and classes of capital stock, shall be entitled to elect two
members of the Board of Directors in addition to any Directors elected by any
other series, class or classes of securities and the authorized number of
Directors will automatically be increased by two. Promptly thereafter, the Board
of Directors of the Corporation shall, as soon as may be practicable, call a
special meeting of holders of Series A Preferred Stock for the purpose of
electing such members of the Board of Directors. Such special meeting shall in
any event be held within 45 days of the occurrence of such arrearage.

            (ii) During any period when the holders of Series A Preferred Stock,
voting as a separate series, shall be entitled and shall have exercised their
right to elect two Directors, then, and during such time as such right
continues, (a) the then authorized number of Directors shall be increased by
two, and the holders of Series A Preferred Stock, voting as a separate series,
shall be entitled to elect the additional Directors so provided for, and (b)
each such additional Director shall not be a member of any existing class of the
Board of Directors, but shall serve until the next annual meeting of
stockholders for the election of Directors, or until his successor shall be
elected and shall qualify, or until his right to hold such office terminates
pursuant to the provisions of this Section 3(C).

            (iii) A Director elected pursuant to the terms hereof may be removed
with or without cause by the holders of Series A Preferred Stock entitled to
vote in an election of such Director.

            (iv) If, during any interval between annual meetings of stockholders
for the election of Directors and while the holders of Series A Preferred Stock
shall be entitled to elect two Directors, there is no such Director in office by
reason of resignation, death or removal, then, promptly thereafter, the Board of
Directors shall

                                      -5-


call a special meeting of the holders of Series A Preferred Stock for the
purpose of filling such vacancy and such vacancy shall be filled at such special
meeting. Such special meeting shall in any event be held within 45 days of the
occurrence of such vacancy.

            (v) At such time as the arrearage is fully cured, and all dividends
accumulated and unpaid on any shares of Series A Preferred Stock outstanding are
paid, and, in addition thereto, at least one regular dividend has been paid
subsequent to curing such arrearage, the term of office of any Director elected
pursuant to this Section 3(C), or his successor, shall automatically terminate,
and the authorized number of Directors shall automatically decrease by two, the
rights of the holders of the shares of the Series A Preferred Stock to vote as
provided in this Section 3(C) shall cease, subject to renewal from time to time
upon the same terms and conditions, and the holders of shares of the Series A
Preferred Stock shall have only the limited voting rights elsewhere herein set
forth.

      (D) Except as set forth herein, or as otherwise provided by law, holders
of Series A Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

      Section 4. CERTAIN RESTRICTIONS.

      (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

            (i) declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock;

            (ii) declare or pay dividends, or make any other distributions, on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;

            (iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any
such junior stock in exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution, liquidation or winding up)
to the Series A Preferred Stock; or

                                      -6-


            (iv) redeem or purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock, or any shares of stock ranking on a parity
with the Series A Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board of Directors) to
all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

      (B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

      Section 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Articles of Organization, or in any other Certificate of Designations creating a
series of Preferred Stock or any similar stock or as otherwise required by law.

      Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP.

      (A) Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock unless, prior thereto, the holders of shares of Series
A Preferred Stock shall have received $1000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1,000
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.

      (B) Neither the consolidation, merger or other business combination of the
Corporation with or into any other corporation nor the sale, lease, exchange or
conveyance of all or any part of the property, assets or business of the
Corporation shall be deemed to be a liquidation, dissolution or winding up of
the Corporation for purposes of this Section 6.

                                      -7-


      (C) In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision, combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (1) of paragraph (A) of this Section 6 shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred Stock payable
in shares of Series A Preferred Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Series A Preferred Stock (by
reclassification or otherwise than by payment of a dividend in shares of Series
A Preferred Stock) into a greater or lesser number of shares of Series A
Preferred Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the proviso in clause (1) of paragraph (A) of this Section 6 shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Series A Preferred Stock that were outstanding immediately
prior to such event and the denominator of which is the number of shares of
Series A Preferred Stock outstanding immediately after such event.

      Section 7. CONSOLIDATION, MERGER, ETC. Notwithstanding anything to the
contrary contained herein, in case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 1,000 times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision, combination or consolidation of
the outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event. In
the event the Corporation shall at any time declare or pay any dividend on the
Series A Preferred Stock payable in shares of Series A Preferred Stock, or
effect a subdivision, combination or

                                      -8-


consolidation of the outstanding shares of Series A Preferred Stock (by
reclassification or otherwise than by payment of a dividend in shares of Series
A Preferred Stock) into a greater or lesser number of shares of Series A
Preferred Stock, then in each such case the amount set forth in the first
sentence of this Section 7 with respect to the exchange or change of shares of
Series A Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Series A Preferred
Stock that were outstanding immediately prior to such event and the denominator
of which is the number of shares of Series A Preferred Stock outstanding
immediately after such event.

      Section 8. NO REDEMPTION. The shares of Series A Preferred Stock shall not
be redeemable.

      Section 9. RANK. The Series A Preferred Stock shall rank, with respect to
the payment of dividends and the distribution of assets, junior to all series of
any other class of the Preferred Stock issued either before or after the
issuance of the Series A Preferred Stock, unless the terms of any such series
shall provide otherwise.

      Section 10. AMENDMENT. At such time as any shares of Series A Preferred
Stock are outstanding, the Articles of Organization, as amended, of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.

      Section 11. FRACTIONAL SHARES. Series A Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and have the benefit of all other rights of holders
of Series A Preferred Stock.

      C.    STATEMENT OF LIMITATIONS, RELATIVE RIGHTS AND POWERS IN RESPECT OF
            SHARES OF COMMON STOCK.

      (1) After the requirements with respect to preferential dividends on the
Preferred Stock (fixed in accordance with the provisions of paragraph B above)
shall have been met and after the corporation shall have complied with all the
requirements, if any, with respect to the setting aside of sums as sinking funds
or redemption or purchase accounts (fixed in accordance with the provisions of
said paragraph B), then and not otherwise the holders of Common Stock shall be
entitled to receive such dividends as may be declared from time to time by the
Board of Directors.

      (2) After distribution in full of the preferential amount (fixed in
accordance with the provisions of said paragraph B) to be distributed to the
holders of Preferred Stock in the event of voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or winding up of this corporation,
the holders of the

                                      -9-


Common Stock shall be entitled to receive all the remaining assets of this
corporation, tangible and intangible, of whatever kind available for
distribution to the stockholders ratably in proportion to the number of shares
of Common Stock held by them respectively.

      (3) Except as may otherwise be required by law or the provisions of these
Articles, or by the Board of Directors pursuant to authority granted in these
Articles, each holder of Common Stock shall have one vote in respect of each
share of stock held by him in all matters voted upon by the stockholders.

      D. DENIAL OF PREEMPTIVE RIGHTS.

      No holder of shares of the Common Stock or of the Preferred Stock shall be
entitled as such, as a matter of right, to subscribe for or purchase any part of
any new or additional issue of stock of any class whatsoever of the corporation,
or of securities convertible into stock of any class, whether now or hereafter
authorized, or whether issued for cash or other consideration or by way of
dividend.

                                      -10-


                                  ATTACHMENT 6

6A. INDEMNIFICATION

      Section 1. ACTIONS, SUITS AND PROCEEDINGS. Except as otherwise provided
below, the Corporation shall, to the fullest extent authorized by Chapter 156B
of the Massachusetts General Laws, as the same exists or may hereafter be
amended (in the case of any such amendment, only to the extent that such
amendment either (i) permits the Corporation to provide broader indemnification
rights than such laws permitted prior to such amendment or (ii) prohibits or
limits any of the indemnification rights previously set forth in such laws),
indemnify each person who is, or shall have been, a director or officer of the
Corporation or who is or was a director or employee of the Corporation and is
serving, or shall have served, at the request of the Corporation, as a director
or officer of another organization or in any capacity with respect to any
employee benefit plan of the Corporation, against all liabilities and expenses
(including judgments, fines, penalties, amounts paid or to be paid in
settlement, and reasonable attorneys' fees) imposed upon or incurred by any such
person (the "Indemnitee") in connection with, or arising out of, the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
in which he may be a defendant or with which he may be threatened or otherwise
involved, directly or indirectly, by reason of his being or having been such a
director or officer or as a result of his serving or having served with respect
to any such employee benefit plan; PROVIDED, HOWEVER, that the Corporation shall
provide no indemnification with respect to any matter as to which any such
Indemnitee shall be finally adjudicated in such action, suit or proceeding not
to have acted in good faith in the reasonable belief that his action was (i) in
the best interests of the Corporation or (ii) to the extent such matter relates
to service with respect to an employee benefit plan, in the best interests of
the participants or beneficiaries of such employee benefit plan.

      Section 2. SETTLEMENTS. The right to indemnification conferred in this
Article shall include the right to be paid by the Corporation for liabilities
and expenses incurred in connection with the settlement or compromise of any
such action, suit or proceeding, pursuant to a consent decree or otherwise,
unless a determination is made, within 45 days after receipt by the Corporation
of a written request by the Indemnitee for indemnification, that such settlement
or compromise is not in the best interests of the Corporation or, to the extent
such matter relates to service with respect to an employee benefit plan, that
such settlement or compromise is not in the best interests of the participants
or beneficiaries of such plan. Any such determination shall be made (i) by the
Board of Directors of the Corporation by a majority vote of a quorum consisting
of disinterested directors, or (ii) if such quorum is not obtainable, by a
majority of the disinterested directors of the Corporation then in office.
Notwithstanding the foregoing, if there are less than two disinterested
directors then in office, the Board of Directors shall promptly direct that
independent legal counsel (who may be regular legal counsel to the Corporation)
determine, based on facts known to such counsel at such time, whether such
Indemnitee acted in good faith in the reasonable belief that his action was in
the best interests of the Corporation or the participants or beneficiaries of
any such employee benefit plan, as the case may be; and, in such event,
indemnification shall be made to such Indemnitee unless, within 45 days after
receipt by the Corporation of the request by such Indemnitee for
indemnification, such independent legal


counsel in a written opinion to the Corporation determines that such Indemnitee
did not act in good faith in the reasonable belief that his action was in the
best interests of the Corporation or the participants or beneficiaries of any
such employee benefit plan, as the case may be.

      Section 3. NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent to
his right to be indemnified, the Indemnitee must give to the Corporation notice
in writing as soon as practicable of any action, suit or proceeding involving
him for which indemnity will or could be sought. With respect to any action,
suit or proceeding of which the Corporation is so notified, the Corporation will
be entitled to participate therein at its own expense and/or to assume the
defense thereof at its own expense, with legal counsel reasonably acceptable to
such Indemnitee. After notice from the Corporation to the Indemnitee of its
election so to assume such defense, the Corporation shall not be liable to such
Indemnitee for any legal or other expenses subsequently incurred by such
Indemnitee in connection with such claim, but the fees and expenses of such
counsel incurred after notice from the Corporation of its assumption of the
defense thereof shall be at the expense of the Indemnitee unless (i) the
employment of counsel by the Indemnitee has been authorized by the Corporation,
(ii) counsel to the Indemnitee shall have reasonably concluded that there may be
a conflict of interest or position on any significant issue between the
Corporation and the Indemnitee in the conduct of the defense of such action or
(iii) the Corporation shall not in fact have employed counsel to assume the
defense of such action, in each of which cases, the fees and expenses of counsel
for the Indemnitee shall be at the expense of the Corporation, except as
otherwise expressly provided by this Article. The Corporation shall not be
entitled to assume the defense of any claim brought by or on behalf of the
Corporation or as to which counsel for the Indemnitee shall have reasonably made
the conclusion provided for in (ii) above.

      Section 4. ADVANCE OF EXPENSES. Subject to Section 3 above, the right to
indemnification conferred in this Article shall include the right to be paid by
the Corporation for expenses (including reasonable attorneys' fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of its final
disposition, subject to receipt of an undertaking by the Indemnitee to repay
such payment if it is ultimately determined that the Indemnitee is not entitled
to indemnification under this Article. Such undertaking may be accepted without
reference to the financial ability of such Indemnitee to make such repayment.
Notwithstanding the foregoing, no advance shall be made by the Corporation under
this Section 4 if a determination is reasonably and promptly made by the Board
of Directors by a majority vote of a

                                      -2-


quorum consisting of disinterested directors or, if such quorum is not
obtainable, by a majority of the disinterested directors of the Corporation then
in office or, if there are not at least two disinterested directors then in
office, by independent legal counsel (who may be regular legal counsel to the
Corporation) in a written opinion that, based on facts known to the Board or
counsel at such time, such Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the Corporation
or the participants or beneficiaries of an employee benefit plan of the
Corporation, as the case may be.

      Section 5. PARTIAL INDEMNITY. If an Indemnitee is entitled under any
provision of this Article to indemnification by the Corporation for some or a
portion of the liabilities or expenses imposed upon or incurred by such
Indemnitee in the investigation, defense, appeal or settlement of any action,
suit or proceeding but not, however, for the total amount thereof, the
Corporation shall nevertheless indemnify the Indemnitee for the portion of such
liabilities or expenses to which such Indemnitee is entitled.

      Section 6. RIGHTS NOT EXCLUSIVE. The right to indemnification and the
payment of expenses incurred in defending any action, suit or proceeding in
advance of its final disposition conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Articles of Organization, By-Laws,
agreement, vote of stockholders or directors or otherwise. Without limiting the
generality of the foregoing, the Corporation, acting through its Board of
Directors, may enter into agreements with any director, officer, employee or
agent of the Corporation providing for indemnification rights equivalent to or
greater than the indemnification rights set forth in this Article.

      Section 7. INSURANCE. The Corporation may purchase and maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Corporation or another organization or employee benefit plan against any
expense or liability incurred by him in any such capacity, or arising out of the
status as such, whether or not the Corporation would have the power to indemnify
such person against such expense or liability under Chapter 156B of the
Massachusetts General laws.

      Section 8. INSURANCE OFFSET. The Corporation's obligation to provide
indemnification under this Article shall be offset to the extent of any other
source of indemnification or any otherwise applicable insurance coverage under a
policy maintained by the Corporation or any other person.

      Section 9. AMENDMENT. Without the consent of a person entitled to the
indemnification and other rights provided in this Article (unless otherwise
required by Chapter 156B of the Massachusetts General Laws), no amendment
modifying or

                                      -3-


terminating such rights shall adversely affect such person's rights under this
Article with respect to the period prior to such Amendment.

      Section 10. MERGERS, ETC. If the Corporation is merged into or
consolidated with another corporation and the Corporation is not the surviving
corporation, or if substantially all of the assets of the Corporation are
acquired by any other corporation, or in the event of any other similar
reorganization involving the Corporation, the Board of Directors of the
Corporation or the board of directors of any corporation assuming the
obligations of the Corporation shall assume the obligations of the Corporation
under this Article, through the date of such merger, consolidation, sale or
reorganization, with respect to each person who is entitled to indemnification
rights under this Article as of such date.

      Section 11. SAVINGS CLAUSE. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any liabilities
and expenses with respect to any action, suit or proceeding to the full extent
permitted by any applicable portion of this Article that shall not have been
invalidated and to the full extent permitted by applicable law.

            Section 12. DEFINITIONS. As used in this Article, the term
"director", "officer" and "person" include their respective heirs, executors,
administrators, and legal representatives, and an "interested" director is one
against whom in such capacity the proceedings in question or another proceeding
on the same or similar grounds is then pending.

6B. STOCKHOLDERS' MEETINGS

      Meetings of Stockholders of the Corporation may be held anywhere in the
United States.

6C. AMENDMENT OF BY-LAWS

      The power to make, amend or repeal by-laws shall be in the Stockholders,
provided, however, that the by-laws may provide that the directors may make,
amend or repeal the by-laws in whole or in part, except with respect to any
provisions thereof which according to law, the Articles of Organization or
by-laws requires action by the Stockholders.

6D. LIMITATION OF DIRECTOR LIABILITY

      To the fullest extent permitted by Chapter 156B of the Massachusetts
General Laws, as it may be amended from time to time, a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages

                                      -4-


for breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability.

                                      -5-


                                  Attachment 8

                              ANALOG DEVICES, INC.

OFFICERS



                                                RESIDENTIAL
TITLE                           NAME              ADDRESS               POST OFFICE ADDRESS
- -----                           ----              -------               -------------------
                                                               
Chief Executive Officer  Jerald G. Fishman   169 Hickory Road           One Technology Way
 and President                               Weston, MA 02193           Norwood, MA 02062-9106

Clerk                    Paul P. Brountas    22 Conant Road             Hale and Dorr LLP
                                             Weston, MA 02193           60 State Street
                                                                        Boston, MA 02109

Treasurer                William A. Martin   3 Harden Road              One Technology Way
                                             Foxboro, MA 02035          Norwood, MA
                                                                        02062-9106


DIRECTORS



                              Residential
Name                            Address                    Post Office Address
- ----                            -------                    -------------------
                                                  
Ray Stata                  6 Miller Hill Road           One Technology Way
                           Dover, MA 02030              Norwood, MA 02062-9106

John L. Doyle              177 Ramoso Road              177 Ramoso Road
                           Portola Valley, CA 94025     Portola Valley, CA 94025

F. Grant Saviers           3050 Three Spring Court      President & CEO
                           San Jose, CA 95190-9714      Adaptec, Inc.
                                                        691 South Milpitas Boulevard
                                                        Milpitas, CA 95035

Joel Moses                 70 Fairview Road             MIT
                           Weston, MA 02193             77 Massachusetts Avenue-3-208
                                                        Cambridge, MA 02139

Lester C. Thurow           4 Longfellow Place (#3306)   MIT
                           Boston, MA 02114             50 Memorial Drive, E-52-454
                                                        Cambridge, MA 02142

Jerald G. Fishman          169 Hickory Road             One Technology Way
                           Weston, MA 02193             Norwood, MA 02062-9106

Charles O. Holliday, Jr.   Dupont Asia Pacific Ltd.     Dupont
                           Arco Tower 8-1               1007 Market Street, D-9000
                           Shimomeguro 1-CHOME          Wilmington, DE 19898
                           Meguro-KU
                           Tokyo 153
                           Japan




Examiner

- ---------
Name
Approved

 C    [ ]
 P    [ ]
 M    [ ]
 R.A. [ ]

 22
- ---------
P.C.

                                                        FEDERAL IDENTIFICATION
                                                        No. 04-2348234

                        THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                              ARTICLES OF AMENDMENT
                    (General Laws, Chapter 156B, Section 72)

                       We, Jerald G. Fishman, *President,
                       and Mark G. Borden, *Clerk, of
                              Analog Devices, Inc.,
                        --------------------------------
                           (Exact name of corporation)

      located at One Technology Way, P.O. Box 9106, Norwood, MA 02062-9106,
      ---------------------------------------------------------------------
                  (Street address of corporation Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

                                        3
- --------------------------------------------------------------------------------
            (Number those articles 1,2,3,4,5 and/or 6 being amended)

of the Articles of Organization were duly adopted at a meeting held on March 9,
2004, by vote of:

311,871,102 shares of Common Stock of 373,593,820 shares outstanding,
                 (type, class & series, if any)

- ------ shares of ------------------------------ of ----- shares outstanding, and



                 (type, class & series, if any)

- ------ shares of ------------------------------ of --------- shares outstanding,
                 (type, class & series, if any)

**being at least a majority of each type, class or series outstanding and
entitled to vote thereon: / **being at least two-thirds of each type, class or
series outstanding and entitled to vote thereon and of each type, class or
series of stock whose rights are adversely affected thereby:

To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:

The total presently authorized is:



    WITHOUT PAR VALUE STOCKS                                WITH PAR VALUE STOCKS
- ---------------------------------        ------------------------------------------------------------
TYPE             NUMBER OF SHARES        TYPE                 NUMBER OF SHARES              PAR VALUE
- ----             ----------------        ----                 ----------------              ---------
                                                                               
Common:                                  Common:                600,000,000                 $  .16 2/3

Preferred:                               Preferred:*                471,934                 $ 1.00


Change the total authorized to:



    WITHOUT PAR VALUE STOCKS                                WITH PAR VALUE STOCKS
- ---------------------------------        ------------------------------------------------------------
TYPE                NUMBER OF SHARES     TYPE                   NUMBER OF SHARES         PAR VALUE
- ----                ----------------     ----                   ----------------         ---------
                                                                             
Common:                                  Common:                 1,200,000,000           $  .16 2/3

Preferred:                               Preferred:*                   471,934           $ 1.00


* Includes 300,000 shares designated as Series A Junior Participating Preferred
Stock with a par value of $1.00 per share.

The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

Later effective date: ---------------------

SIGNED UNDER THE PENALTIES OF PERJURY, this 9th day of March, 2004

/s/ Jerald G. Fishman               *President
- ----------------------,

/s/ Mark G. Borden                  *Clerk
- ----------------------,

*Delete the inapplicable words.



                        THE COMMONWEALTH OF MASSACHUSETTS

                              ARTICLES OF AMENDMENT
                    (General Laws, Chapter 156B, Section 72)

I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $150,000.00 having been paid, said articles are deemed to have been
filed with me this 17th day of March, 2004.

Effective Date: _______________________________________________

                           /s/ WILLIAM FRANCIS GALVIN

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth

                         TO BE FILLED IN BY CORPORATION
                              Contact information:

                              Donna Pace
                              Corporate Paralegal
                              Hale and Dorr LLP
                              Bay Colony Corporate Center
                              1100 Winter Street, Suite 4650
                              Waltham, MA 02451
                              Telephone: (617) 526-5179
                              Email: donna.pace@haledorr.com

A copy this filing will be available on-line at www.state.ma.us/sec/cor once the
document is filed.

                                                                    EXHIBIT 10.1

                                   [GRAPHICS]

FY04 BONUS PLAN

            ANALOG DEVICES U.S.-BASED EMPLOYEES

Analog Devices places great value in sharing our company's success with those
who make it possible--our employees. One of the ways we're able to do this is
through the Analog Devices Bonus Plan. The aim of the Bonus Plan is to encourage
all of us to participate in reaching company goals and to share the rewards of
our achievements.

JERRY FISHMAN
President & CEO

                                                           [ANALOG DEVICES LOGO]



THE FY04 BONUS PLAN

Analog Devices is a growth company. Given our focus on the highest growth
segments of the semiconductor industry--analog integrated circuits, digital
signal processing and micro-electro mechanical systems--we believe it is
possible and necessary to grow at rates faster than the industry moving forward.
Throughout the down cycle of the past couple of years, we have continued to
invest in R&D at rates consistent with much higher revenues in order to
strengthen our position as the cycle turns. As sales continue to grow, it is
critical to focus on those products that not only grow but achieve high profit
levels.

Therefore, we have decided to simplify the Bonus Plan for 2004 to focus on one
key metric--operating profit before taxes (OPBT), which implicitly requires high
sales growth and high return on assets to meet our goals.

With our current mix of business and an eye towards competitive profit margins,
our goal is to operate with an OPBT as a percentage of revenues at the 30% level
as we exit 2004. At this level, the bonus payout factor would be 1.5. The Plan
is designed to pay a 1.0 bonus at an OPBT of 27%.

Under our current business plan for 2004, we estimate that the payout factor for
the first bonus period, which is the first half of FY04, will be somewhat below
1, and the second bonus period factor will slightly exceed 1 by the end of the
Plan year. Of course, the actual payout will depend on the actual results, which
will likely be above or below our business plan. The Plan is designed to allow
bonus payments to accelerate substantially as operating profit, as a percentage
of sales increases, as outlined in the graph below.

The FY04 Bonus Plan is consistent with ADI's long-term business objectives of
high growth and profitability.

WE CAN MAKE A DIFFERENCE

All ADI employees can contribute to achieving our goals by working to control
expenses, minimize waste, increase customer satisfaction, develop new products
on time, and improve process efficiency.

CALCULATING BONUS PAYMENTS

The bonus payout factor is determined by using the percentage of OPBT as a
percentage of sales that we achieve in a given bonus period. As indicated in the
graph below, if we achieve an OPBT of 27% for the bonus period, then the bonus
factor utilized will be 1.0. Each fiscal year, the first bonus period consists
of the first and second quarters, and the second bonus period consists of the
third and fourth quarters.

                                    [GRAPH]

The maximum payout for the FY04 Bonus Plan is 3 X target. For any bonus period
during which our OPBT is 20% or less, there will be no bonus payout for that
bonus period.

To determine the potential individual gross bonus payment for each employee, the
bonus payout factor is multiplied by an eligible employee's accumulated earnings
for the bonus period and their individual bonus target percentage. The
percentage of earnings used in the bonus calculation varies by job grade.

Example:

                                                      
Accumulated eligible earnings for the bonus period       $15,000
Bonus target for your job grade                                4%
Payout factor for the bonus period                           0.8
Gross bonus (before tax) payment: $15,000 X 4% X 0.8     $   480


Earnings included in the bonus calculation:

- -     Base pay

- -     Holiday pay

- -     Shift differential

- -     Bereavement pay

- -     Sick pay

- -     Jury duty pay

- -     Vacation pay

- -     Alternative work schedule pay

- -     Military leave pay

Earnings excluded from the bonus calculation:

- -     Overtime pay

- -     Bonus payments from a previous bonus period

- -     Other payments that are taxable but not considered regular earnings

Bonus payments are not eligible for company basic or matching contributions for
the TIP program.

WHEN BONUS PAYMENTS ARE MADE

Bonus payments will be made on a semiannual basis in June and December,
approximately six weeks after the end of 2Q and 4Q. The Plan is effective
November 1, 2003, and covers the period from November 1, 2003, to October 31,
2004.



WHO'S ELIGIBLE?

Most ADI employees are eligible to participate in the Bonus Plan if they are
actively employed during the applicable bonus period and remain employed on the
date bonus payments are made. New employees are eligible to participate in the
Plan during their first full quarter of employment.

The following situations shall EXCLUDE an employee from participating in the
Plan:

- -     Employee is already covered under a field sales, field application
      engineering, or other incentive program.

- -     Employee voluntarily terminates employment at ADI before the end of the
      bonus period or before the date payouts are made.

- -     Employee receives a 'Needs Improvement' or 'Marginal' performance rating
      (where applicable) during the bonus period.

- -     Employee receives a final written warning during the bonus period.

- -     Co-op, intern, and temporary employees are not eligible for participation
      in the Plan.

OTHER INFORMATION ABOUT THE BONUS PLAN

HOW CHANGES IN YOUR EMPLOYMENT STATUS AFFECT BONUS PAYMENTS

- -     If your job grade and bonus target change during the bonus period:

      Your bonus target will be based on the job grade that was effective at the
      end of the bonus period.

- -     If you change work shifts during the bonus period:

      Because shift differential paid during the bonus period is included as
      part of your earnings for the bonus calculation, your bonus payment
      already will take into consideration any shift differential earnings that
      you may have for the period.

- -     If you transfer business units:

      If you transfer between business units, your earnings records transfer
      with you, so your bonus amount is based on the total accumulated eligible
      earnings for the bonus period.

- -     If you change status between full-time and part-time working hours:

      Because your bonus amount is based on your accumulated paid earnings for
      the bonus period, your bonus calculation will take into account any change
      in status, such as part-time to full-time or full-time to part-time
      working hours.

- -     If you are on leave of absence or disability for part of the bonus period:

      The bonus is paid based on your earnings while actively at work during the
      period (not on short-term disability, long-term disability, or voluntary
      leave of absence). Therefore, any pay received during your leave of
      absence will be excluded from your accumulated paid earnings for bonus
      calculation purposes.

- -     If you are a new employee:

      You are eligible for a bonus payment during the first full quarter of
      employment. For example, if you were hired during 1Q, your bonus payment
      for the first half of the year would be based on eligible earnings for 2Q
      only--your first full quarter of employment.

BONUS PLAN DESIGN

The Bonus Plan is designed to reward all eligible employees for contributing to
company-wide business goals during each fiscal year. It also serves as an
incentive for continued employment with ADI. The Bonus Plan design, or portions
of the design, may change as the company's focus moves to different company-wide
performance goals that are determined to be critical during that fiscal year.
Below certain levels, ADI's results may not be competitive and may not meet key
business performance measures. At these low levels of business performance, no
bonus would be paid.

Unless modified or terminated earlier as provided for in this Plan, all prior
bonus plans have expired of their own terms or have been revoked and withdrawn.
This Plan supersedes all prior written or oral bonus and incentive plans,
promises, agreements, practices, understandings, negotiations, and/or incentive
arrangements.



WORLDWIDE
HEADQUARTERS
One Technology Way
P.O. Box 9106
Norwood, MA
02062-9106 U.S.A.
Tel: 781.329.4700,
(1.800.262.5643.
U.S.A. only)
Fax: 781.326.8703

ANALOG DEVICES, INC.
EUROPE
c/o Analog Devices SA
17-19, rue Georges Besse
Parc de Haute
Technologie d'Antony
F-92182
Antony Cedex, France
Tel: 33.1.46.74.45.00
Fax: 33.1.46.74.45.01

ANALOG DEVICES, INC.
JAPAN HEADQUARTERS
New Pier Takeshiba
South Tower Building
1-16-1 Kaigan,
Minato-ku, Tokyo
105-6891, Japan
Tel: 813.5402.8210
Fax: 813.5402.1063

ANALOG DEVICES, INC.
SOUTHEAST ASIA
HEADQUARTERS
RBS Tower, Rm 4501-3
Times Square
1 Matheson Street
Causeway Bay
Hong Kong, PRC
Tel: 852.2.506.9336
Fax: 852.2.506.4755

The Plan brochure provides a summary of the FY04 Bonus Plan. If you need further
information, please ask your supervisor or human resources consultant. Analog
Devices reserves the right to modify the Bonus Plan at the sole discretion of
management. All changes to the Bonus Plan are subject to the approval of ADI's
Board of Directors.

(C) 2004 Analog Devices, Inc. All rights reserved.
Trademarks and registered trademarks are the property      [ANALOG DEVICES LOGO]
of their respective owners.
Printed in the U.S.A.                  BR04730-0-2/04

                                                                    EXHIBIT 10.2

                                   [GRAPHICS]

FY04 BONUS PLAN

            ANALOG DEVICES EUROPE-BASED EMPLOYEES

Analog Devices places great value in sharing the company's success with those
who make it possible--our employees. One of the ways we are able to do this is
through the Analog Devices Bonus Plan. The aim of this Bonus Plan is to
encourage all of us to participate in reaching company goals and to share the
rewards of our achievements.

JERRY FISHMAN
President & CEO

                                                           [ANALOG DEVICES LOGO]



THE FY04 BONUS PLAN

ADI is a growth company. Given our focus on the highest growth segments of the
semiconductor industry--analog integrated circuits, digital signal processing,
and micro-electro mechanical systems--we believe it is possible and necessary
to grow at rates moving forward faster than the industry. Throughout the down
cycle of the past couple of years, we have continued to invest in R&D at rates
consistent with much higher revenues in order to strengthen our position as the
cycle turns. As sales continue to grow, it is critical to focus on those
products that not only grow but achieve high profit levels.

Therefore, we have decided to simplify the Bonus Plan for 2004 to focus on one
key metric--operating profit before taxes (OPBT) as a percentage of revenues
- --which implicitly requires high sales growth and high return on assets to meet
our goals.

With our current mix of business and an eye towards competitive profit margins,
our goal is to operate with an OPBT at the 30% level as we exit 2004. At this
level, the bonus payout factor would be 1.5. The Plan is designed to pay a 1.0
bonus at an OPBT of 27%.

Under our current business plan for 2004, we estimate that the payout factor for
the first bonus period, which is the first half of FY04, will be somewhat below
1, and the second bonus payout factor will slightly exceed 1 by the end of the
Plan Year. Of course, the actual payout will depend on our actual results, which
will likely be above or below our business plan. The Plan is designed to allow
bonus payments to accelerate substantially as operating profit, as a percentage
of sales increases, as outlined on the graph below.

The FY04 Bonus Plan is consistent with ADI's long-term business objectives of
high growth and profitability.

WE CAN MAKE A DIFFERENCE

All ADI employees can contribute to achieving our goals by working to control
expenses, minimize waste, increase customer satisfaction, develop new products
on time, and improve process efficiency.

CALCULATING BONUS PAYMENTS

The bonus payout factor is determined by using the percentage of OPBT as a
percentage of sales that we achieve in a given bonus period. As indicated in the
graph below, if we achieve an OPBT of 27% for the bonus period, then the bonus
factor utilized will be 1.0. Each fiscal year, the first bonus period consists
of the first and second quarters, and the second bonus period consists of the
third and fourth quarters.

The maximum payout for the FY04 Bonus Plan is 3 X target. For any bonus period
during which our OPBT is 20% or less, there will be no bonus payout for that
bonus period.

                                    [GRAPH]

To determine the potential individual gross bonus payment for each employee, the
bonus payout factor is multiplied by an eligible employee's accumulated earnings
for the bonus period and their individual bonus target percentage. The
percentage of earnings used in the bonus calculation varies by job grade and is
assigned by the Human Resource organisation.

Example:

                                                     
Accumulated eligible earnings for the bonus period      E  15,000
Bonus target for your job grade                                 4%
Payout factor for the bonus period                            0.8
Gross bonus (before tax) payment:
E 15,000 X 4% X 0.8                                     E     480


Earnings included in the bonus calculation:

- -     Base pay

- -     Holiday pay

- -     Shift differential

- -     Bereavement pay

- -     Jury duty pay

- -     Maternity and paternity pay (in EU states where paid)

- -     Vacation pay

- -     Alternative work schedule pay

Earnings excluded from the bonus calculation:

- -     Overtime pay

- -     Bonus payments from a previous bonus period

- -     Other payments that are taxable but not considered regular earnings

Bonus payments are not eligible for company basic or matching contributions for
the company or individual pension plans or any retirement or other such plan.

Bonus payments are made subject to any taxes or other deductions which are
required by law.

WHEN BONUS PAYMENTS ARE MADE

Bonus payments will be made on a semiannual basis in June and December,
approximately six weeks after the end of 2Q and 4Q. The Plan is effective
November 1, 2003, and covers the period from November 1, 2003, to October 31,
2004.



WHO'S ELIGIBLE?

Most ADI European subsidiary employees are eligible to participate in the Plan
if they are actively employed during the applicable bonus period and remain
employed on the date bonus payments are made. New employees are eligible to
participate in the Plan after their first full quarter of employment.

The following situations shall EXCLUDE an employee from participating in the
Plan:

- -     Employee is already covered under a field sales, field application
      engineering, or other incentive program.

- -     Employee terminates employment at an ADI subsidiary before the end of the
      bonus period, or before the date payouts are made.

- -     Employee who receives a `Needs Improvement' or `Marginal' performance
      rating (where applicable) during the bonus period.

- -     Employee receives a final written warning during the bonus period.

- -     Co-op and intern employees are not eligible for participation in the Plan.

OTHER INFORMATION ABOUT THE BONUS PLAN

HOW CHANGES IN YOUR EMPLOYMENT STATUS AFFECT BONUS PAYMENT

- -     If your job grade and bonus target change during the bonus period:

      Your bonus target will be based on the job grade that was effective at the
      end of the bonus period.

- -     If you change work shifts during the bonus period:

      Because shift differential paid during the bonus period is included as
      part of your earnings for the bonus calculation, your bonus payment
      already will take into consideration any shift differential earnings that
      you may have for the period.

- -     If you transfer business units:

      If you transfer between business units, your earnings records transfer
      with you, so your bonus amount is based on the total eligible earnings for
      the bonus period.

- -     If you change status between full-time and part-time working hours:

      Because your bonus amount is based on your accumulated paid earnings for
      the bonus period, your bonus calculation will take into account any change
      in status, such as part-time to full-time or full-time to part-time
      working hours.

- -     If you are on leave of absence or disability for part of the bonus period:

      The bonus is paid based on your earnings while actively at work during the
      period (not on sick pay, long-term disability, or voluntary leave of
      absence). Therefore, any pay received during your leave of absence will be
      excluded from your accumulated paid earnings for bonus calculation
      purposes.

- -     If you are a new employee:

      You are eligible for a bonus payment during the first full quarter of
      employment. For example, if you were hired during 1Q, your bonus payment
      for the first half of the year would be based on eligible earnings for 2Q
      only--your first full quarter of employment.

BONUS PLAN DESIGN

The Bonus Plan is designed to reward all eligible employees for contributing to
company-wide business goals during each fiscal year. It also serves as an
incentive for continued employment with ADI (or an ADI subsidiary). The Plan
design, or portions of the design, may change as the company's focus moves to
different company-wide performance goals that are determined to be critical
during that fiscal year. The fact that this Bonus Plan is in force for a
particular year is no guarantee that the Bonus Plan will be offered in future
years. Further, below certain levels, ADI's results may not be competitive and
may not meet key business performance measures. At these low levels of business
performance, no bonus would be paid.

Unless modified or terminated earlier as provided for in this Plan, all prior
bonus plans have expired of their own terms or have been revoked and withdrawn.
This Plan supersedes all prior written or oral bonus and incentive plans,
promises, agreements, practices, understandings, negotiations, and/or incentive
arrangements.



WORLDWIDE
HEADQUARTERS
One Technology Way
P.O. Box 9106
Norwood, MA
02062-9106 U.S.A.
Tel: 781.329.4700,
(1.800.262.5643,
U.S.A. only)
Fax: 781.326.8703

ANALOG DEVICES, INC.
EUROPE
c/o Analog Devices SA
17-19, rue Georges Besse
Parc de Haute
Technologie d'Antony
F-92182
Antony Cedex, France
Tel: 33.1.46.74.45.00
Fax: 33.1.46.74.45.01

ANALOG DEVICES, INC.
JAPAN HEADQUARTERS
New Pier Takeshiba
South Tower Building
1-16-1 Kaigan,
Minato-ku, Tokyo
105-6891, Japan
Tel: 813.5402.8210
Fax: 813.5402.1063

ANALOG DEVICES, INC.
SOUTHEAST ASIA
HEADQUARTERS
RBS Tower, Rm 4501-3
Times Square
1 Matheson Street
Causeway Bay
Hong Kong, PRC
Tel: 852.2.506.9336
Fax: 852.2.506.4755

The Plan brochure provides a summary of the FY04 Bonus Plan. If you need further
information, please ask your supervisor or human resources consultant. Analog
Devices reserves the right to modify the Bonus Plan at the sole discretion of
management. All changes to the Bonus Plan are subject to the approval of ADI's
Board of Directors.

(C) 2004 Analog Devices, Inc. All rights reserved.
Trademarks and registered trademarks are the property      [ANALOG DEVICES LOGO]
of their respective owners.
                                       BR04730-0-2/04

                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Jerald G. Fishman, certify that:

      1.    I have reviewed this quarterly report on Form 10-Q of Analog
            Devices, Inc.;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

                  a)    Designed such disclosure controls and procedures, or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the registrant, including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this quarterly report is being prepared;

                  b)    [Paragraph omitted in accordance with SEC transition
                        instructions contained in SEC Release 34-47986];

                  c)    Evaluated the effectiveness of the registrant's
                        disclosure controls and procedures and presented in this
                        report our conclusions about the effectiveness of the
                        disclosure controls and procedures, as of the end of the
                        period covered by this report based on such evaluation;
                        and

                  d)    Disclosed in this report any change in the registrant's
                        internal control over financial reporting that occurred
                        during the registrant's most recent fiscal quarter that
                        has materially affected, or is reasonably likely to
                        materially affect, the registrant's internal control
                        over financial reporting; and

      5.    The registrant's other certifying officer and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of the registrant's board of directors (or persons
            performing the equivalent functions):

                  a)    All significant deficiencies and material weaknesses in
                        the design or operation of internal control over
                        financial reporting which are reasonably likely to
                        adversely affect the registrant's ability to record,
                        process, summarize and report financial information; and

                  b)    Any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal control over financial
                        reporting.

Dated: May 18, 2004                        /s/ Jerald G. Fishman
                                           -------------------------------------
                                           Jerald G. Fishman
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

                                                                    Exhibit 31.2

                                  CERTIFICATION

I, Joseph E. McDonough, certify that:

      1.    I have reviewed this quarterly report on Form 10-Q of Analog
            Devices, Inc.;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

                  a)    Designed such disclosure controls and procedures, or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the registrant, including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this quarterly report is being prepared;

                  b)    [Paragraph omitted in accordance with SEC transition
                        instructions contained in SEC Release 34-47986];

                  c)    Evaluated the effectiveness of the registrant's
                        disclosure controls and procedures and presented in this
                        report our conclusions about the effectiveness of the
                        disclosure controls and procedures, as of the end of the
                        period covered by this report based on such evaluation;
                        and

                  d)    Disclosed in this report any change in the registrant's
                        internal control over financial reporting that occurred
                        during the registrant's most recent fiscal quarter that
                        has materially affected, or is reasonably likely to
                        materially affect, the registrant's internal control
                        over financial reporting; and

      5.    The registrant's other certifying officer and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of the registrant's board of directors (or persons
            performing the equivalent functions):

                  a)    All significant deficiencies and material weaknesses in
                        the design or operation of internal control over
                        financial reporting which are reasonably likely to
                        adversely affect the registrant's ability to record,
                        process, summarize and report financial information; and

                  b)    Any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal control over financial
                        reporting.

Dated: May 18, 2004                 /s/ Joseph E. McDonough
                                    --------------------------------------------
                                    Joseph E. McDonough
                                    Vice President-Finance
                                    and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                                                    Exhibit 32.1

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Analog Devices, Inc.
(the "Company") for the period ended May 1, 2004 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), the undersigned,
Jerald G. Fishman, Chief Executive Officer of the Company, hereby certifies,
pursuant to 18 U.S.C. Section 1350, that:

      (1)   The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

Dated: May 18, 2004                                 /s/ Jerald G. Fishman
                                                    ----------------------------
                                                    Jerald G. Fishman
                                                    Chief Executive Officer

                                                                    Exhibit 32.2

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Analog Devices, Inc.
(the "Company") for the period ended May 1, 2004 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), the undersigned,
Joseph E. McDonough, Chief Financial Officer of the Company, hereby certifies,
pursuant to 18 U.S.C. Section 1350, that:

      (1)   The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

Dated: May 18, 2004                                  /s/ Joseph E. McDonough
                                                     ---------------------------
                                                     Joseph E. McDonough
                                                     Chief Financial Officer