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): August 12, 2004

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

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


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


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


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


Item 5. Other Events On August 12, 2004, Analog Devices, Inc. announced its Board of Directors has authorized the repurchase of up to an aggregate of $500 million of its common stock. 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.

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: August 12, 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 August 12, 2004

                                                                    Exhibit 99.1

Analog Devices Announces Share Repurchase Program

    NORWOOD, Mass.--(BUSINESS WIRE)--Aug. 12, 2004--Analog Devices,
Inc. (NYSE: ADI) today announced that its Board of Directors has
authorized the repurchase of up to an aggregate of $500 million of its
common stock. The company may repurchase shares from time to time on
the open market or in privately negotiated transactions. ADI
management will determine the timing and amount of shares repurchased.
The total number of shares outstanding as of July 31, 2004 was
378,379,070.

    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 9,000 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 release contains forward-looking statements
that are based on our current expectations, beliefs, assumptions,
estimates, and forecasts. 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. Other risk factors
are described in our most recent annual report on Form 10-K and
quarterly report on Form 10-Q.

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