UNITED STATES
                       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 11, 2005

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

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


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


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


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


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition On August 11, 2005, Analog Devices, Inc. announced its financial results for the quarter ended July 30, 2005. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits (c) The following are filed as exhibits to this report: 99.1 Press release dated August 11, 2005

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 11, 2005 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 11, 2005

                                                                    Exhibit 99.1

Analog Devices Announces Financial Results for Third Quarter of Fiscal 2005

    NORWOOD, Mass.--(BUSINESS WIRE)--Aug. 11, 2005--Analog Devices
(NYSE:ADI), a global leader in high-performance semiconductors for
signal processing applications, today announced revenue for the fiscal
third quarter, which ended July 30, 2005, was $582.4 million and
diluted earnings per share (EPS) was $0.32. Net income increased to
$121.4 million or 21% of sales for the third quarter, up 3% from
$117.6 million in the second quarter.

    ADI also announced that the company's Board of Directors declared
a cash dividend of $0.10 per outstanding share of common stock for the
third quarter. The dividend is payable on September 14, 2005 to all
stockholders of record at the close of business on August 26, 2005.

    According to Mr. Jerald Fishman, President and CEO, "Revenue
declined 3.5% compared to the immediately prior quarter, primarily due
to declines in sales of DSP-based products sold to wireless handset
customers in Asia. Revenue from analog products was about even with
the immediately prior quarter, after growing sequentially by 6% in the
second quarter. For the third quarter, analog product revenue totaled
84% of sales.

    "Gross margins increased to 58.1% for the third quarter, 70 basis
points higher than the immediately prior quarter, primarily due to a
favorable mix of high margin product sales and the benefit of product
cost reductions achieved over recent quarters."

    "Operating expenses declined approximately 4% compared to the
immediately prior quarter. The improvement in gross margins combined
with the decline in operating expenses resulted in an operating profit
margin of 23.1% of sales, up from 22.2% recorded in the second quarter
of fiscal 2005."

    Summarizing the third quarter results by end market, Mr. Fishman
said, "Sales to medical, defense and industrial instrumentation
customers increased in the third quarter compared to the immediately
prior quarter, but were offset by declines in sales to automatic test
equipment (ATE) and automotive customers. Overall, the industrial
markets totaled approximately 41% of sales in the third quarter. The
computer market had the strongest sequential growth in the third
quarter and was approximately 16% of sales. Our revenue from consumer
customers also increased sequentially and represented 16% of sales in
the third quarter. The communications market was generally weak due to
lower sales of products used in wireless and broadband applications.
Communications customers represented approximately 27% of sales in the
third quarter."

    "On a geographic basis, third quarter revenue compared to the
second quarter grew in Japan, was approximately flat in North America,
and declined in the other regions of the world," explained Mr.
Fishman. "As a result, approximately 20% of sales were in Japan, 26%
of sales in North America, 22% of sales in Europe, and 32% of sales
were in China and the rest of Asia."

    Turning to the balance sheet, Mr. Fishman explained, "Our balance
sheet continued to strengthen in the third quarter. Inventories
declined sequentially by $5 million and days sales in accounts
receivable decreased to 46 days compared to 48 days in the immediately
prior quarter.

    "Cash flow from operations totaled $180 million or 31% of sales.
In the third quarter, capital expenditures totaled $19 million and
dividend payments totaled $37 million. Cash, cash equivalents, and
short-term investments increased by $167 million to $2.78 billion at
the end of the third quarter.

    "Orders for shipment in the next 13 weeks increased sequentially,
with particular strength in July, and were above third quarter revenue
levels. Our backlog from both OEM customers and distributors for
shipment in the fourth quarter of fiscal 2005 grew to $341 million, up
11% from $306 million in the second quarter."

    Regarding the near term plan, Mr. Fishman said, "We continue to
believe that overall, we are in a gradual recovery that began six
months ago. Good order trends, higher backlog at the start of the
quarter, and the beginning of what is typically a seasonally strong
period for consumer-oriented products leads us to plan for sequential
revenue growth of 1% to 4%. Depending on the mix of analog and DSP
product sales, our gross margins for the fourth quarter are planned to
improve modestly and we are planning for operating expenses to be up
slightly on a dollar basis. As a result, our plan for the fourth
quarter is for EPS in the range of $0.32 to $0.34."

    Analog Devices will host a conference call today, August 11, 2005,
at 4:30 p.m. Eastern time to answer analysts' questions regarding
today's announcement. Investors may listen via webcast, accessible
from www.analog.com and clicking on "Investor Relations." Investors
who prefer to join by telephone may call 706-634-7193 10 minutes
before the call begins and provide the password "ADI."

    A replay will be available almost immediately after the call. The
replay may be accessed for up to one week by dialing 800-642-1687
(replay only) and providing the conference ID: 8214040 or by visiting
the Investor Relations page on ADI's Web site.

    About Analog Devices, Inc.

    Innovation, performance and excellence are the cultural pillars on
which Analog Devices has built one of the longest standing, highest
growth companies within the technology sector. Acknowledged
industry-wide as the world leader in data conversion and signal
conditioning technology, Analog Devices serves over 60,000 customers,
representing virtually all types of electronic equipment. Celebrating
40 years as a leading global manufacturer of high-performance
integrated circuits used in analog and digital signal processing
applications, Analog Devices is headquartered in Norwood,
Massachusetts, with design and manufacturing facilities throughout the
world. Analog Devices' common stock is listed on the New York Stock
Exchange under the ticker "ADI" and is included in the S&P 500 Index.

    Safe harbor statement under the Private Securities Litigation
Reform Act of 1995: This press release contains forward-looking
statements, including our statements regarding planned revenue,
earnings, and operating margins, that are based on our current
expectations, beliefs, assumptions, estimates, forecasts, and
projections about the industry and markets in which Analog Devices
operates. The statements contained in this release are not guarantees
of future performance and involve certain risks, uncertainties, and
assumptions that are difficult to predict. Therefore, actual outcomes
and results may differ materially from what is expressed in such
forward-looking statements, and such statements should not be relied
upon as representing Analog Devices' expectations or beliefs as of any
date subsequent to the date of this press release. Important factors
that may affect future operating results include the effects of
adverse changes in overall economic conditions, currency exchange rate
fluctuations, the timing and duration of market upturns and downturns,
the growth or contraction of the markets we serve, demand for
semiconductors generally and for our products in particular, the risk
that our backlog could decline significantly, our ability to hire
engineers and other qualified employees needed to meet the expected
demands of our customers, reversals or slowdowns in the markets or
customers served by our products, the adverse effects of building
inventories to meet planned growth that fails to materialize, the
occurrence and frequency of inventory and lead-time reduction cycles,
raw material availability, availability of both internal and external
manufacturing capacity, technological and product development risks,
competitors' actions and technological innovations, and other risk
factors described in our most recent Form 10-Q for the fiscal quarter
ended April 30, 2005, as filed with the Securities and Exchange
Commission.


        Analog Devices Supplemental Information, Third Quarter,
                              Fiscal 2005

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

                                            3Q 05    2Q 05    3Q 04
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  Three Months Ended                      July 30, April 30, July 31,
                                             2005      2005     2004
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Net Sales                                $582,416  $603,726 $717,793
   Y/Y Growth                                 -19%      -11%      38%
   Q/Q Growth                                  -4%        4%       6%
Cost of Sales                             244,178   257,327  287,271
Gross Margin                              338,238   346,399  430,522
   Percent of Sales                          58.1%     57.4%    60.0%
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Operating Expenses:
   R&D                                    119,217   126,642  133,536
   Selling, Marketing and G&A              84,407    85,813   89,162
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Operating Income                          134,614   133,944  207,824
   Percent of Sales                          23.1%     22.2%    29.0%
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Other (Income) Expense                    (19,062)  (16,768)  (8,907)
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Income Before Tax                         153,676   150,712  216,731
Provision for Taxes                        32,272    33,113   47,681
   Tax Rate                                    21%       22%      22%
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Net Income                               $121,404  $117,599 $169,050
   Percent of Sales                            21%       19%      24%
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Shares used for EPS - Basic               370,985   370,674  377,144
Shares used for EPS - Diluted             382,830   382,337  394,203

Earnings per Share - Basic               $   0.33  $   0.32 $   0.45
Earnings per Share - Diluted             $   0.32  $   0.31 $   0.43

Dividends declared per share             $   0.10  $   0.06 $   0.06
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Nine Months Ended                                 July 30,    July 31,
                                                     2005        2004
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Net Sales                                      $1,766,678  $2,001,676
   Y/Y Growth                                         -12%         34%
Cost of Sales                                     746,513     824,167
Gross Margin                                    1,020,165   1,177,509
   Percent of Sales                                  57.7%       58.8%
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Operating Expenses:
   R&D                                            373,393     382,644
   Selling, Marketing and G&A                     253,561     253,682
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Operating Income                                  393,211     541,183
   Percent of Sales                                  22.3%       27.0%
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Other (Income) Expense                            (49,813)    (20,336)
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Income Before Tax                                 443,024     561,519
Provision for Taxes                                96,578     123,047
   Tax Rate                                            22%         22%
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Net Income                                     $  346,446  $  438,472
   Percent of Sales                                    20%         22%
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Shares used for EPS - Basic                       372,407     374,687
Shares used for EPS - Diluted                     384,425     394,053

Earnings per Share - Basic                     $     0.93  $     1.17
Earnings per Share - Diluted                   $     0.90  $     1.11

Dividends declared per share                   $     0.22  $     0.14
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        Analog Devices Supplemental Information, Third Quarter,
                              Fiscal 2005
                  Selected Balance Sheet Information
                            (In thousands)

                                          3Q 05      2Q 05      3Q 04
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                                        July 30,  April 30,   July 31,
                                           2005       2005       2004
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Cash & Short-term Investments        $2,783,886 $2,617,259 $2,688,506
Accounts Receivable, Net                296,080    320,366    354,897
Inventories                             343,688    348,446    326,301
Other Current Assets                    170,704    160,611    168,833
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  Total Current Assets                3,594,358  3,446,682  3,538,537
PP&E, Net                               617,038    636,249    667,028
Investments                             283,613    303,806    313,608
Intangible Assets                       167,404    168,063    170,041
Other                                    29,092     30,470     23,033
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Total Assets                         $4,691,505 $4,585,270 $4,712,247
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Deferred Income-Shipments to
 Distributors                        $  127,068 $  128,957 $  166,356
Other Current Liabilities               415,265    407,410    415,555
Non-Current Liabilities                 314,453    333,035    349,952
Stockholders' Equity                  3,834,719  3,715,868  3,780,384
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Total Liabilities & Equity           $4,691,505 $4,585,270 $4,712,247
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           Capital Expenditures, Depreciation & Amortization
                            (In thousands)

                                             3Q 05     2Q 05    3Q 04
  Three Months Ended                       July 30, April 30, July 31,
                                              2005      2005     2004
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Capital Expenditures                      $ 18,912   $ 21,632 $37,523
Depreciation                              $ 37,801   $ 39,013 $37,326
Amortization of Intangibles               $    672   $    685 $   680

  Nine Months Ended                        July 30,   July 31,
                                              2005       2004
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Capital Expenditures                      $ 64,428   $107,949
Depreciation                              $115,127   $112,163
Amortization of Intangibles               $  2,041   $  2,033

    CONTACT: Analog Devices, Inc.
             Maria Tagliaferro, 781-461-3282
             781-461-3491 (fax)
             Director of Corporate Communications
             investor.relations@analog.com