SEC Form 4

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

1. Name and Address of Reporting Person* MARTIN WILLIAM A (Last) (First) (Middle) PO BOX 9106 THREE TECHNOLOGY WAY (Street) NORWOOD MA 020629106 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ANALOG DEVICES INC [ ADI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) TREASURER
	3. Date of Earliest Transaction (Month/Day/Year) 12/07/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Comm Stock-$.16-2/3 value - 401(k)								21,630	I	In ADI's 401(k) Plan(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$37.7	12/07/2004		A		12,000		12/07/2007(2)	12/07/2014	Comm Stock-$.16-2/3 value	12,000	$0	12,000	D
Non-Qualified Stock Option (right to buy)	$8.12							11/27/1998(2)	11/27/2005	Comm Stock-$.16-2/3 value	6,334		6,334	D
Non-Qualified Stock Option (right to buy)	$7.37							09/08/2001(2)	02/20/2007	Comm Stock-$.16-2/3 value	36,000		36,000	D
Non-Qualified Stock Option (right to buy)	$7.37							09/08/2001(2)	12/16/2007	Comm Stock-$.16-2/3 value	40,000		40,000	D
Non-Qualified Stock Option (right to buy)	$6.62							09/04/2001(2)	09/04/2008	Comm Stock-$.16-2/3 value	15,167		15,167	D
Non-Qualified Stock Option (right to buy)	$28.75							11/30/2002(2)	11/30/2009	Comm Stock-$.16-2/3 value	40,000		40,000	D
Non-Qualified Stock Option (right to buy)	$44.5							11/10/2003(2)	11/10/2010	Comm Stock-$.16-2/3 value	25,000		25,000	D
Non-Qualified Stock Option (right to buy)	$45.9							06/01/2003(3)	06/01/2011	Comm Stock-$.16-2/3 value	417		417	D
Non-Qualified Stock Option (right to buy)	$39.06							07/18/2002(4)	07/18/2011	Comm Stock-$.16-2/3 value	2,865		2,865	D
Non-Qualified Stock Option (right to buy)	$41.05							01/22/2005(2)	01/22/2012	Comm Stock-$.16-2/3 value	20,000		20,000	D
Non-Qualified Stock Option (right to buy)	$36.62							05/31/2004(3)	05/31/2012	Comm Stock-$.16-2/3 value	522		522	D
Non-Qualified Stock Option (right to buy)	$19.89							09/24/2004(5)	09/24/2012	Comm Stock-$.16-2/3 value	18,000		18,000	D
Non-Qualified Stock Option (right to buy)	$37.38							06/02/2005(3)	06/02/2013	Comm Stock-$.16-2/3 value	511		511	D
Non-Qualified Stock Option (right to buy)	$45.27							12/10/2006(2)	12/10/2013	Comm Stock-$.16-2/3 value	14,000		14,000	D
Non-Qualified Stock Option (right to buy)	$48.41							06/01/2006(3)	06/01/2014	Comm Stock-$.16-2/3 value	395		395	D

Explanation of Responses:

1. The number of shares being held in the reporting person's 401(k) account has been determined by dividing the participant's unit value in the fund by the value of the issuer's stock.

2. This is a vesting schedule. 33.33% vests three, four and five years from grant date.

3. This is a vesting schedule. 100% vests two years from grant date.

4. This is a vesting schedule. 50% vests one and two years from grant date.

5. This is a vesting schedule. 25% vests two, three, four and five years from grant date.

	/s/ MARTIN, WILLIAM A.	12/07/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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