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SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use
the Commission Only
/ / Definitive Proxy Statement (as permitted by
/ / Definitive Additional Materials Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

ANALOG DEVICES, INC.
(Name of Registrant as Specified in Its Charter)

ANALOG DEVICES, INC.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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Draft 1/22/96

PRELIMINARY COPIES

ANALOG DEVICES, INC.
ONE TECHNOLOGY WAY
NORWOOD, MASSACHUSETTS 02062-9106

NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 12, 1996

TO THE STOCKHOLDERS:

The 1996 Annual Meeting of Stockholders of Analog Devices, Inc. (the
"Company") will be held at the Hilton at Dedham Place, 95 Dedham Place, Dedham,
Massachusetts 02026 on Tuesday, March 12, 1996 at 10:00 a.m. (Local Time) to
consider and act upon the following matters:

1. To elect three members of the Board of Directors to serve as Class III
Directors for a term of three years.

2. To approve an amendment to the Company's Articles of Organization
increasing the number of authorized shares of Common Stock from
300,000,000 to 450,000,000 shares.

3. To ratify and approve an amendment to the Company's 1988 Stock Option
Plan to increase the number of shares available for issuance under the
plan from 15,525,000 to 22,425,000.

4. To ratify and approve an amendment to the Company's 1991 Restricted
Stock Plan to increase the number of shares available for issuance
under the plan from 1,575,000 to 2,025,000.

5. To ratify the selection by the Board of Directors of Ernst & Young LLP
as the Company's independent auditors for the fiscal year ending
November 2, 1996.

6. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.

Stockholders of record at the close of business on January 26, 1996 will be
entitled to notice of and to vote at the meeting. The stock transfer books of
the Company will remain open for the purchase and sale of the Company's Common
Stock.
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All stockholders are cordially invited to attend the meeting.

By order of the Board of Directors,

PAUL P. BROUNTAS, Clerk

Norwood, Massachusetts
February , 1996

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND PROMPTLY MAIL IT IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO POSTAGE NEED BE
AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.

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Draft 1/22/96

PRELIMINARY COPIES

ANALOG DEVICES, INC.
ONE TECHNOLOGY WAY
NORWOOD, MASSACHUSETTS 02062-9106

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

MARCH 12, 1996

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Analog Devices, Inc. (the "Company") for
use at the 1996 Annual Meeting of Stockholders to be held on March 12, 1996 and
at any adjournment of that meeting (the "Meeting"). All proxies will be voted in
accordance with the instructions contained therein, and if no choice is
specified, the proxies will be voted in favor of the proposals set forth in the
Notice of Meeting. Any proxy may be revoked by a stockholder at any time before
it is exercised by giving written notice to that effect to the Clerk of the
Company.

On January 26, 1996, the record date for the determination of stockholders
entitled to notice of and to vote at the meeting, there were outstanding and
entitled to vote an aggregate of shares of Common Stock of the Company,
$.16 2/3 par value per share ("Common Stock"). Stockholders are entitled to one
vote per share.

The Company's Annual Report for the fiscal year ended October 28, 1995 is
being mailed to stockholders concurrently with this Notice and Proxy Statement
on or about February , 1996.

All share and per share price information set forth in this Proxy Statement
has been restated to give effect to the three-for-two stock split effected as a
50% Common Stock dividend declared on November 28, 1995 and distributed by the
Company on January 3, 1996 to stockholders of record December 12, 1995.

VOTING SECURITIES AND VOTES REQUIRED

The affirmative vote of the holders of a plurality of the votes cast at the
Meeting is required for the election of directors. The affirmative vote of the
holders of a majority of the outstanding shares of Common Stock is required for
the approval of the proposed amendment to the Company's Articles of
Organization. The affirmative vote of the holders of a majority of the shares of
Common Stock present or represented and voting at the Meeting is required for
the approval of the other matters to be voted upon.
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Shares of Common Stock represented by executed proxies received by the
Company will be counted for purposes of establishing a quorum at the Meeting,
regardless of how or whether such shares are voted on any specific proposal.

Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and, except as
described below, will also not be counted as votes cast or shares voting on such
matter. To qualify under Rule 16b-3, which provides an exemption from Section 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for
certain employee benefit plans, the approval of the amendments to the 1988 Stock
Option Plan and 1991 Restricted Stock Plan must be approved by the affirmative
vote of the holders of a majority of the shares of Common Stock present or
represented and entitled to vote at the Meeting. Therefore, for the purpose of
qualifying such plans under Rule 16b-3 only, an abstention will be treated the
same as a vote against such proposals.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as otherwise indicated, the following table sets forth information,
as of December 31, 1995, regarding the ownership of the Company's Common Stock
by (i) the stockholders known by the Company to own more than five percent of
the outstanding shares of Common Stock; (ii) each director and nominee for
director; (iii) each executive officer named in the Summary Compensation Table;
and (iv) all directors and executive officers of the Company as a group:

SHARES OF
COMMON STOCK PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY COMMON STOCK
OF BENEFICIAL OWNER OWNED(1) OUTSTANDING(2)
- ------------------- ------------ --------------

5% Stockholders

FMR Corporation.................. 14,885,550 (3) 13.0%
82 Devonshire Street
Boston, MA 02109

The Capital Group
Companies, Inc................. 6,248,812 (4) 5.4%
333 South Hope Street
Los Angeles, CA 90071

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Directors and Executive Officers:

John L. Doyle.................... 23,625 (5) *
Jerald G. Fishman................ 283,171 (6) *
Samuel H. Fuller................. 2,625 (7) *
Philip L. Lowe................... 40,816 (5) *
Gordon C. McKeague............... 32,625 (8) *
Joel Moses....................... 13,123 (9) *
Ray Stata........................ 2,842,617 (10) 2.5%
Lester C. Thurow................. 32,623 (11) *
William A. Martin................ 12,661 (12) *
Brian P. McAloon................. 91,921 (13) *
Joseph E. McDonough.............. 86,326 (14) *

All directors and officers
as a group (11 persons)........ 3,462,133 (15) 3.0%

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

* Percentage is less than 1% of the total number of outstanding shares of
Common Stock of the Company.

(1) The number of shares of Common Stock beneficially owned by each person or
entity is determined under rules promulgated by the Securities and Exchange
Commission (the "Commission"). Under such rules, beneficial ownership
includes any shares as to which the person or entity has sole or shared
voting power or investment power, and also includes any shares which the
person or entity has the right to acquire within 60 days after December 31,
1995. Unless otherwise indicated, each person or entity referred to above
has sole voting and investment power with respect to the shares listed. The
inclusion herein of any shares deemed beneficially owned does not
constitute an admission of beneficial ownership of such shares.

(2) Number of shares deemed outstanding includes 114,677,500 shares outstanding
as of December 31, 1995, plus any shares subject to options held by the
person or entity in question that are currently exercisable or exercisable
within 60 days after December 31, 1995.

(3) Represents shares beneficially owned as of October 28, 1995 based on
information provided to the Company by FMR Corp. FMR Corp. has sole
dispositive power with respect to all shares listed and sole voting power
with respect to 83,700 of such shares.

(4) The information disclosed is based upon information contained in a Schedule
13G filed with the Commission on February 10, 1995. Represents shares
beneficially owned by The Capital Group Companies, Inc. ("CGC"), Capital
Research

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and Management Company ("CRM") and SMALLCAP World Fund, Inc. ("SMALLCAP").
CRM is a wholly owned subsidiary of CGC and serves as investment adviser to
SMALLCAP. CGC and CRM, collectively, have dispositive power with respect to
all shares listed, SMALLCAP has voting power with respect to 6,243,750
shares and CGC has voting power with respect to 5,062 shares.

(5) Includes options for the purchase of 21,375 shares of Common Stock which
are exercisable within 60 days after December 31, 1995.

(6) Includes options for the purchase of 165,000 shares of Common Stock which
are exercisable within 60 days after December 31, 1995.

(7) Includes options for the purchase of 2,625 shares of Common Stock which are
exercisable within 60 days after December 31, 1995.

(8) Includes options for the purchase of 16,875 shares of Common Stock which
are exercisable within 60 days after December 31, 1995.

(9) Excludes 202 shares of Common Stock held by Mr. Moses' wife, as to which
Mr. Moses disclaims beneficial ownership. Includes options held by Mr.
Moses for the purchase of 10,125 shares of Common Stock which are
exercisable within 60 days after December 31, 1995.

(10) Excludes 566,608 shares of Common Stock held by Mr. Stata's wife, as to
which Mr. Stata disclaims beneficial ownership. Includes 487,500 shares of
Common Stock held in a charitable remainder unitrust. Also includes options
for the purchase of 75,000 shares of Common Stock held by Mr. Stata which
are exercisable within 60 days after December 31, 1995.

(11) Includes options for the purchase of 13,875 shares of Common Stock which
are exercisable within 60 days after December 31, 1995.

(12) Includes options for the purchase of 9,000 shares of Common Stock which are
exercisable within 60 days after December 31, 1995.

(13) Includes options for the purchase of 11,250 shares of Common Stock which
are exercisable within 60 days after December 31, 1995.

(14) Includes options for the purchase of 14,250 shares of Common Stock which
are exercisable within 60 days after December 31, 1995.

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(15) Includes options for the purchase of 360,750 shares of Common Stock held by
five officers and six outside directors which are exercisable within 60
days after December 31, 1995.

ELECTION OF DIRECTORS

The Company's Board of Directors is divided into three classes, two of
which consist of three directors each (Class I and Class III) and one of which
consists of two directors (Class II). One class of directors is elected each
year to serve for a three year term. Class I Directors were elected at the 1994
Annual Meeting of Stockholders; Class II Directors were elected at the 1995
Annual Meeting of Stockholders; and Class III Directors will be elected at the
Meeting. In each case, members of each class will hold office until their
successors have been duly elected and qualified.

The nominees for Class III Directors, Messrs. Doyle, Stata and Fuller, are
presently serving as directors of the Company. Mr. Doyle has been a director of
the Company since 1987, Mr. Stata has been a director since 1965 and Mr. Fuller
has been a director since 1994. The persons named in the enclosed proxy will
vote for the election of each of the nominees for Class III Directors unless the
proxy is marked otherwise or unless one or more nominees are unable or unwilling
to serve. Each of the nominees has indicated his willingness to serve, if
elected; however, if any nominee should be unable or unwilling to serve, the
proxies may be voted for a substitute nominee designated by the Board of
Directors or the Board of Directors may reduce the number of directors.

The following table sets forth the name, age, length of service as a
director of each member of the Board of Directors, including the nominees for
Class III Directors, information given by each concerning all positions he holds
with the Company, his principal occupation and business experience for the past
five years and the names of other publicly-held companies of which he serves as
a director. Information with respect to the number of shares of Common Stock
beneficially owned by each director, directly or indirectly, as of December 31,
1995, appears under the heading "Security Ownership of Certain Beneficial Owners
and Management."

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NOMINEES FOR CLASS III DIRECTORS
(TERMS EXPIRING AT THE 1999 ANNUAL MEETING)

JOHN L. DOYLE, age 64, has been a director of the Company since 1987. Mr.
Doyle is retired. He was employed formerly by the Hewlett-Packard Company where
he served as the Executive Vice President of Business Development from 1988
through 1991; Executive Vice President, Systems Technology Sector from 1986 to
1988; Executive Vice President, Information Systems and Networks from 1984 to
1986; and Vice President, Research and Development, from 1981 to 1984. He is a
director of Xilinx, Inc.

RAY STATA, age 61, has been a director of the Company since 1965. He has
served as the Chairman of the Board of Directors and Chief Executive Officer
since 1973 and as the President of the Company from 1971 to November 1991.

SAMUEL H. FULLER, age 49, has been a director of the Company since 1994. Mr.
Fuller has served as Vice President of Research of Digital Equipment Corporation
since 1983. Mr. Fuller is a member of the National Academy of Engineering and an
IEEE Fellow.

CLASS I DIRECTORS
(TERMS EXPIRE AT THE 1997 ANNUAL MEETING)

PHILIP L. LOWE, age 78, has been a director of the Company since 1973. Mr.
Lowe is a principal of Philip L. Lowe and Associates, a management consulting
firm, and a Trustee of MediTrust.

JOEL MOSES, age 54, has been a director of the Company since 1982. Mr. Moses
has been Provost of the Massachusetts Institute of Technology since June 1995.
Mr. Moses was the Dean of the School of Engineering at the Massachusetts
Institute of Technology from January 1991 to June 1995. He has been the D.C.
Jackson Professor of Computer Science and Engineering at the Massachusetts
Institute of Technology since September 1989 and was a Visiting Professor of
Business Administration at Harvard University from September 1989 to June 1990.
Mr. Moses was the Head of the Department of Electrical Engineering and Computer
Science at the Massachusetts Institute of Technology from 1981 to 1989. He is a
director of Coltec Industries, Inc.

LESTER C. THUROW, age 57, has been a director of the Company since 1988. He
is a Professor of Management and Economics at the Massachusetts Institute of
Technology and, from 1987 to 1993, was the Dean of the Sloan School of
Management at the Massachusetts Institute of Technology. Mr. Thurow is a
director of Grupo Casa Autrey S.A. de CV, wholesale drug and cosmetic
distributor.

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CLASS II DIRECTORS
(TERMS EXPIRE AT THE 1998 ANNUAL MEETING)

JERALD G. FISHMAN, age 50, has been a director of the Company since 1991.
Mr. Fishman has been the President and Chief Operating Officer of the Company
since November 1991 and served as Executive Vice President of the Company from
1988 to November 1991. He served as the Group Vice President-Components of the
Company from 1982 to 1988. Mr. Fishman serves as a director of Chipcom
Corporation, Augat, Inc. and Kollmorgen Corporation.

GORDON C. MCKEAGUE, age 69, has been a director of the Company since 1977.
Mr. McKeague is self-employed. He was formerly employed by Amoco Corporation
from 1957 to 1990, most recently as Vice President of Corporate Development,
Amoco Technology Company.

BOARD AND COMMITTEE MEETINGS

The Company has a standing Audit Committee which held five meetings during
the fiscal year ended October 28, 1995. The members of the Audit Committee are
currently Messrs. Doyle, Lowe, McKeague and Moses. The principal functions of
the Audit Committee are to make recommendations to the Board of Directors
regarding the selection, retention and termination, if necessary, of the
Company's independent auditors; review the arrangements for and scope of the
independent audits and the results of each audit; review the Company's internal
auditing procedures; review any significant changes in accounting principles of
the Company and any unusual, non-operating and/or non-recurring items; and
review the compensation paid to the Company's independent auditors.

The Company has a standing Compensation Committee, composed of Messrs.
McKeague, Thurow and Fuller, which held five meetings during the fiscal year
ended October 28, 1995. The principal functions performed by the Compensation
Committee during this past fiscal year were recommendations to the Board of
Directors as to compensation arrangements, including the granting of stock
options and restricted stock awards to employees of the Company.

During the fiscal year ended October 28, 1995, the Board of Directors of the
Company held four meetings. All directors attended at least 75% of the total
number of meetings of the Board of Directors and of all committees of the Board
on which they respectively served. The Company does not have a nominating
committee.

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DIRECTORS' COMPENSATION

Directors who are not employees of the Company earn directors' fees of
$20,000 per year ($15,000 per year for the fiscal year ended October 28, 1995),
plus $1,500 for attendance at each meeting of the Board and $1,000 for each
committee meeting. For the fiscal year ended October 28, 1995, Mr. McKeague
earned $31,000, Messrs. Doyle and Lowe each earned $26,000, Messrs. Moses and
Thurow earned $25,000 and Mr. Fuller earned $18,500 in directors' fees.

Directors who are not employees of the Company ("Nonemployee Directors") are
entitled to participate in the Company's 1994 Director Stock Option Plan ("1994
Director Plan"). The 1994 Director Plan provides for the grant of an option for
the purchase of 7,875 shares of Common Stock to each Nonemployee Director on
December 7, 1994, or the date thereafter that the Nonemployee Director is first
elected as a director, and the grant of three additional options for the
purchase of 7,875 shares on each of the succeeding three anniversaries of the
option grant date. Each option granted under the 1994 Director Plan has an
exercise price equal to the fair market value of the Company's Common Stock on
the date of grant and becomes exercisable, subject to the optionee's continued
service as a director of the Company, on a cumulative basis in three equal
annual installments on the succeeding three anniversaries of the date of grant.
On December 7, 1995, each of the Nonemployee Directors was granted an option for
the purchase of 7,875 shares of Common Stock, at an exercise price of $23.75 per
share. As of December 31, 1995, unexpired options for the purchase of a total of
94,500 shares of Common Stock have been granted under the 1994 Director Plan.

Each current Nonemployee Director has received a one-time stock option grant
under the Company's 1992 Director Stock Option Plan ("1992 Director Plan") for
the purchase, at the fair market value on the date of grant, of 22,500 shares of
Common Stock of the Company. The 1992 Director Plan terminated upon the adoption
of the 1994 Director Plan by the stockholders at the 1995 Annual Meeting of
Stockholders. Each option granted under the 1992 Director Plan becomes
exercisable, subject to the optionee's continued service as a director of the
Company, on a cumulative basis in three equal annual installments on each of the
third, fourth and fifth anniversaries of the date of grant.

TRANSACTIONS WITH DIRECTORS

In September 1991, the Company retained John L. Doyle, a director, as a
consultant at such time and for such services as determined by the Chairman of
the Company. Mr. Doyle receives $3,250 for each day of consulting services under
this arrangement. During the fiscal year ended October 28, 1995, Mr. Doyle
received $110,211 for his consulting services to the Company.

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EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth certain information concerning the
compensation for each of the last three fiscal years of the Company's Chairman
and Chief Executive Officer and the Company's four other most highly compensated
executive officers who were serving as executive officers on October 28, 1995
(collectively, the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------- --------------------------
AWARDS
--------------------------
RESTRICTED
NAME AND STOCK OPTIONS/ ALL OTHER
PRINCIPAL SALARY BONUS AWARDS SARS COMPENSATION
POSITION YEAR ($)(1) ($)(1) ($)(2) (#)(3) ($)(4)
- --------- ---- ------- ------- ---------- ---------- ------------

Ray Stata 1995 630,611 566,830 0 202,500 10,500
Chairman of the Board 1994 592,125 427,968 0 180,000(5) 10,500
and Chief Executive 1993 537,026 242,994 0 0 16,509
Officer

Jerald G. Fishman 1995 610,569 549,110 0 202,500(5) 1,161
President and Chief 1994 573,287 414,589 0 180,000(5) 10,500
Operating Officer 1993 524,036 236,888 0 0 16,509

Brian P. McAloon 1995 297,922 185,160 0 78,750 10,500
Vice President, Sales 1994 278,784 138,212 211,250 33,750 10,500
1993 245,123 81,769 0 0 20,263

Joseph E. McDonough 1995 261,172 163,193 0 67,500 10,500
Vice President, 1994 237,202 120,018 211,250 22,500 12,841
Finance, and Chief 1993 214,667 71,449 0 0 17,735
Financial Officer

William A. Martin(6) 1995 122,527 51,071 0 14,850 11,329
Treasurer 1994 111,173 29,391 0 11,250 9,583
1993 98,824 18,934 0 0 7,608

(1) Amounts shown represent compensation earned by the Named Executive Officers
in the fiscal years presented, including amounts contributed at the election
of these officers to the Company's defined and deferred contribution plans.

(2) The value of restricted stock awards was determined by multiplying the fair
market value of the Company's Common

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Stock on the date of grant by the number of shares awarded. As of October
28, 1995, the number and value of aggregate restricted stock holdings were
as follows: 90,000 shares ($2,007,500) by Mr. Stata; 116,250 shares
($2,683,487) by Mr. Fishman; 78,750 shares ($1,187,813) by Mr. McAloon and
67,500 shares ($1,558,125) by Mr. McDonough.

(3) Each option has an exercise price equal to the fair market value of the
Company's Common Stock on the date of grant and, generally, becomes
exercisable, subject to the optionee's continued service as an employee of
the Company, in three equal installments, on a cumulative basis on the
third, fourth and fifth anniversaries of the date of grant (except as set
forth in note (5) below).

(4) Amounts shown as "All Other Compensation" are amounts contributed or accrued
by the Company for each fiscal year for the Named Executive Officers under
the Company's defined contribution plan.

(5) Option is not exercisable until the fifth anniversary of the date of grant.

(6) Mr. Martin was elected an executive officer of the Company effective March
9, 1993. Salary reflected in the table includes compensation paid to Mr.
Martin in all capacities during fiscal year 1993, 1994 and 1995.

Option Grant Table.

The following table sets forth certain information regarding options granted
during the fiscal year ended October 28, 1995 by the Company to the Named
Executive Officers:

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OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
---------------------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/ POTENTIAL REALIZABLE VALUE
UNDERLYING SARS AT ASSUMED ANNUAL RATES
OPTIONS/ GRANTED TO OF STOCK PRICE APPRECIATION
SARS EMPLOYEES EXERCISE OR EXPIR- FOR OPTION TERM (4)
GRANTED IN FISCAL BASE PRICE ATION ---------------------------
NAME (#)(1) YEAR(2) ($/SH)(3) DATE 5% ($) 10% ($)
- ---- ---------- ---------- ----------- -------- --------- ---------

Ray Stata 202,500 7.8% 13.67 12/09/04 1,740,890 4,411,758
Jerald G. Fishman 202,500 7.8% 13.67 12/09/04 1,740,890 4,411,758
Brian P. McAloon 78,750 3.0% 13.67 12/09/04 677,013 1,715,683
Joseph E. McDonough 67,500 2.6% 13.67 12/09/04 580,297 1,470,587
William A. Martin 14,850 0.6% 13.67 12/09/04 127,665 323,528

(1) Represents options granted pursuant to the Company's 1988 Stock Option Plan.
The option granted to Mr. Fishman first becomes exercisable in its entirety
on the fifth anniversary of the date of grant. Options granted to Messrs.
Stata, McAloon, McDonough and Martin become exercisable on a cumulative
basis with respect to one-third of the shares subject to the option on each
of the third, fourth and fifth anniversaries of the date of grant.

(2) Calculated based on an aggregate of 2,592,675 options granted under the
Company's 1988 Stock Option Plan to employees during the fiscal year ended
October 28, 1995.

(3) The exercise price is equal to the fair market value of the Company's Common
Stock on the date of grant.

(4) Potential realizable value is based on an assumption that the market price
of the stock will appreciate at the stated rate, compounded annually, from
the date of grant until the end of the 10-year term. These values are
calculated based on rules promulgated by the Commission and do not reflect
the Company's estimate or projection of future stock prices. Actual gains,
if any, on stock option exercises will be dependent upon the future
performance of the price of the Company's Common Stock.

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On November 27, 1995, Messrs. Stata, Fishman, McAloon, McDonough and Martin were
granted options to purchase 150,000, 225,000, 30,000, 30,000 and 15,000 shares
of Common Stock of the Company, respectively, at an exercise price of $21.67,
the fair market value per share on the date of grant. The option granted to Mr.
Fishman first becomes exercisable in its entirety on the fifth anniversary of
the date of grant. The options granted to Messrs. Stata, McAloon, McDonough and
Martin become exercisable on a cumulative basis with respect to one-third of the
shares subject to the option on each of the third, fourth and fifth
anniversaries of the date of grant. In addition, Messrs. McDonough and McAloon
were granted restricted stock awards of 15,000 shares each.

Option Exercises and Year-End Values

The following table sets forth certain information concerning each exercise
of stock options during the fiscal year ended October 28, 1995 by each of the
Named Executive Officers and the number and value of unexercised options held by
each of the Named Executive Officers on October 28, 1995:

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END AT FISCAL YEAR-END
SHARES (#) ($)(2)
ACQUIRED VALUE ------------------- --------------------
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($)(1) UNEXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ------------- -------------

Ray Stata 28,047 347,465 75,000/532,500 1,402,000/7,175,000
Jerald G. Fishman 60,000 946,195 90,000/682,500 1,697,400/10,129,000
Brian P. McAloon 3,750 75,200 11,250/127,500 216,975/1,483,850
Joseph E. McDonough 3,000 35,150 14,250/108,750 275,695/1,297,975
William A. Martin 11,325 213,650 9,000/35,100 176,760/465,258

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

(1) Value represents the difference between the closing price of the Common
Stock on the date of exercise and the exercise price, multiplied by the
number of shares acquired on exercise.

(2) Value of unexercised in-the-money options represents the difference between
the closing price of the Company's Common Stock on October 27, 1995 and the
exercise price of the option, multiplied by the number of shares subject to
the option.

-12-
16
SEVERANCE AND OTHER AGREEMENTS

The Company has Employee Retention Agreements (the "Agreements") with each
of its five current executive officers and with 34 additional key managers. The
Agreements are automatically extended on an annual basis unless the Company
provides at least three months' notice that the Agreements will not be extended.
The Agreements provide for severance benefits if either (i) the employment of
the employee is terminated by the Company (other than for cause or by reason of
his death or disability) or by the employee for Good Reason (as defined in the
Agreements) within 24 months after a Change in Control (as defined in the
Agreements) which is approved by the Board of Directors; or (ii) the employment
of the employee terminates or is terminated for any reason (other than for cause
or by reason of his death or disability) within 12 months after a Change in
Control which is not approved by the Board of Directors. Each Agreement provides
that, in the event of a Potential Change in Control (as defined in the
Agreements), the employee shall not voluntarily resign as an employee, subject
to certain conditions, for at least six months after the occurrence of such
Potential Change in Control.

The Agreements provide for the following severance benefits: (i) a lump-sum
payment equal to 200% of the sum of the employee's annual base salary plus the
aggregate cash bonuses paid or awarded to him in respect of the four fiscal
quarters preceding his termination (299% in the case of 13 of the 39 employees
who are parties to such agreements, including Messrs. Stata, Fishman, McAloon
and McDonough); and (ii) the continuation of life, disability, dental, accident
and group health insurance benefits for a period of 24 months. In addition, to
the extent that payments to the employee pursuant to his Agreement (together
with any other payments or benefits, such as the accelerated vesting of stock
options or restricted stock awards, received by the employee in connection with
a Change in Control) would result in the triggering of the provisions of
Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), the Agreement provides for the payment of an additional amount such
that the employee receives, net of excise taxes, the amount he would have been
entitled to receive in the absence of the excise tax provided in Section 4999 of
the Code.

The Company's Employee Change in Control Severance Policy and Senior
Management Change in Control Severance Policy provide each employee of the
Company (other than those who are party to the Agreements) with a lump-sum
severance payment, based on length of service with the Company, in the event of
the termination of his or her employment under certain circumstances within 18
months after a Change in Control (as defined in such policies). Such severance
payments range from a minimum of two weeks of annual base salary (for an hourly
employee with less than five years of

-13-
17
service) to a maximum of 104 weeks of base salary plus an amount equal to the
aggregate cash bonuses paid or awarded to the employee in respect of the four
fiscal quarters preceding termination (for a senior management employee with at
least 21 years of service).

On September 14, 1994, the Company amended the stock option grants and
restricted stock awards previously made to Mr. Fishman, the Company's President,
to provide that if the Company terminates Mr. Fishman's employment prior to
September 15, 1999 for any reason other than cause, death or disability, all
then unexercisable options and/or unvested restricted shares would become fully
exercisable and vested.

In addition to the foregoing agreements and policies, the Company's stock
option and restricted stock plans provide for immediate vesting of all
outstanding options and awards upon any Change in Control (as defined in such
plans) of the Company.

REPORT OF THE COMPENSATION COMMITTEE

The Company's executive compensation program is designed to attract, retain
and reward executives who are responsible for leading the Company in achieving
its business objectives. The Compensation Committee makes decisions each year
regarding executive compensation, including annual base salaries, bonus awards
and stock option grants and restricted stock awards. All executive officers are
reviewed by the full Board of Directors. This report is submitted by the
Compensation Committee and addresses the Compensation policies for fiscal 1995
as they affected Mr. Stata, in his capacity as Chairman of the Board and Chief
Executive Officer of the Company, and other executive officers of the Company.

Compensation Philosophy

The Company's executive compensation philosophy is based on the belief that
competitive compensation is essential to attract, motivate and retain highly
qualified and industrious employees. The Company's policy is to provide total
compensation that is competitive for comparable work and comparable corporate
performance. The compensation program includes both motivational and
retention-related compensation components. Bonuses are included to encourage
effective performance relative to current plans and objectives. Stock options
are included to help retain productive people and to more closely align their
interests with those of stockholders.

In executing its compensation policy, the Company seeks to relate
compensation with the Company's financial performance and business objectives,
reward high levels of individual performance and tie a significant portion of
total executive compensation to

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18
both the annual and long term performance of the Company. While compensation
survey data are useful guides for comparative purposes, the Company believes
that a successful compensation program also requires the application of judgment
and subjective determinations of individual performance, and to that extent the
Compensation Committee applies judgment in reconciling the program's objectives
with the realities of retaining valued employees.

Executive Compensation Program

Annual compensation for the Company's executives consists of three
principal elements -- base salary, cash bonus and stock options and restricted
stock awards.

- - CASH COMPENSATION

Annual cash compensation consists of two elements -- base salary and
bonus. In setting the annual cash compensation for Company executives,
the Compensation Committee reviews compensation for comparable
positions in a group of approximately 20 companies selected by the
Committee for comparison purposes. Most of these companies are engaged
in the manufacture and sale of semiconductor devices, instruments and
computer software. The Company also regularly compares its pay
practices with other leading companies through reviews of survey and
proxy data.

Increases in annual base salary are based on a review and evaluation
of the performance of the operation or activity for which the
executive has responsibility, the impact of that operation or activity
on the Company and the skills and experience required for the job,
coupled with a comparison of these elements with similar elements for
other executives both within and outside the Company.

The cash bonus is tied directly to financial performance targets
approved by the Board of Directors. The ratio of bonus ("variable"
pay) to base salary ("fixed" pay) varies significantly across the
levels in the organization to reflect the ability of the individual to
impact the performance of the Company and to absorb the risk of
variable pay. The cash bonus is dependent solely on corporate
performance.

All of the Company's employees, including its executive officers,
participated in the Company's bonus plan (the "Bonus Plan") in fiscal
1995, except those employees on commission plans or in some non-U.S.
locations. The purpose of the Bonus Plan is to recognize and reward
the contribution of all employees in achieving the Company's goals and
objectives. In fiscal 1995 the Bonus Plan provided for the

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19
payment of a semi-annual cash bonus based on the Company's attainment
of specified Operating Profit Before Taxes ("OPBT") levels. No bonus
is payable if the Company's performance falls below a predetermined
OPBT threshold. To the extent OPBT exceeds this threshold, the bonus
payments are increased. Each employee, including executives, is
assigned a Bonus Target, calculated as a percentage of such employee's
base earnings, determined by comparing competitive data and position.
Depending on OPBT levels achieved, the cash bonus is paid as a
multiple ("Bonus Factor") of the Bonus Target, ranging from zero to a
maximum of two.

- - EQUITY OWNERSHIP

Total compensation at the executive level also includes long-term
incentives afforded by stock options and restricted stock awards. The
purpose of the Company's stock ownership program is to (i) reinforce
the mutuality of long term interests between employees and the
stockholders; and (ii) to assist in the attraction and retention of
critically important key executives, managers and individual
contributors, mostly engineers, who are essential to the Company's
success.

The design of the Company's stock programs includes long vesting
periods to optimize the retention value of these options and to orient
the Company's managers to longer term success. Generally, stock
options vest one-third after three years from date of grant,
two-thirds after four years and 100% after five years. Restricted
stock awards vest 100% after five years. Generally, if employees leave
the Company before these vesting periods, they forfeit the unvested
portions of these awards. While the Company believes that these longer
vesting periods are in the best interest of stockholders, they tend to
increase the number of options outstanding compared to companies with
shorter vesting schedules.

The size of stock option awards is generally intended to reflect the
significance of the executive's current and anticipated contributions
to the Company. The exercise price of options granted by the Company
is set at 100% of the fair market value per share on the date of
grant. Prior to determining the December 1995 option grants to the
Company's executives (as described below), the Compensation Committee
reviewed survey information of the stock option programs of
competitors and other companies with comparable capitalizations. The
value realizable from exercisable options is dependent upon the extent
to which the Company's performance is reflected in the price of the
Company's Common Stock at any particular point in time. However, the
decision as to whether such value will be realized through the

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20
exercise of an option in any particular year is primarily determined
by each individual within the limits of the vesting schedule, and not
by the Compensation Committee.

The Company's 1991 Restricted Stock Plan provides for the award of
restricted stock for a nominal purchase price. Shares purchased under
the plan are subject, for a period of five years (the "Restricted
Period"), to certain restrictions upon transfer and provisions
relating to forfeiture in the event of termination of employment. If
the employment of a recipient of an award is terminated prior to the
end of the Restricted Period for any reason other than death or
disability, all shares of Common Stock covered by the award shall be
offered promptly for resale by the recipient to the Company at the
original purchase price per share. Since the restricted shares are
issued at nominal consideration, the entire value of the shares will
constitute additional compensation to the individual at the time of
vesting.

Chairman and Chief Executive Officer Fiscal 1995 Compensation

Mr. Stata, in his capacity as Chairman and Chief Executive Officer, is
eligible to participate in the same executive compensation program available to
the Company's other senior executives. The Compensation Committee has set Mr.
Stata's total annual compensation, including compensation derived from the
Company's bonus program and stock option program, at a level it believes to be
competitive with other companies in the industry.

During fiscal 1995, Mr. Stata's annual base salary was increased
$27,300 from $546,000 to $573,300. He was awarded a fiscal 1995 bonus of
$566,830 which represented 168% of his Bonus Target (based on 60% of his base
salary received during fiscal 1995) and reflected the Company's attainment of
OPBT of 16.8% for the entire fiscal year.

Compliance with Internal Revenue Code Section 162(m)

Section 162(m) of the Code, enacted in 1993, generally disallows a tax
deduction to public companies for compensation over $1 million paid to its chief
executive officer and its four other most highly compensated executive officers.
Qualifying performance-based compensation is not subject to the deduction limit
if certain requirements are met. The Company has limited the number of shares
subject to stock options which may be granted to Company employees in a manner
that complies with the performance-based requirements of Section 162(m). While
the Committee does not currently intend to qualify the Bonus Plan as a
performance-based plan, it will continue to monitor the impact of Section 162(m)
on the Company.

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21
Compensation Committee,

Gordon C. McKeague, Chairman
Lester C. Thurow
Samuel H. Fuller

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee are Messrs. Gordon C. McKeague,
Lester C. Thurow and Samuel H. Fuller.

STOCK PERFORMANCE GRAPH

The following graph compares cumulative total stockholder return on the
Company's Common Stock since October 31, 1990 with the cumulative total return
for the Standard & Poor's 500 Index and the Standard & Poor's High Technology
Composite Index. This graph assumes the investment of $100 on October 31, 1990
in the Company's Common Stock, the Standard & Poor's 500 Index and the Standard
& Poor's High Technology Composite Index and assumes dividends are reinvested.
Measurement points are at October 31 for each respective year.

COMPARISON OF FIVE (5) YEAR TOTAL RETURN*
AMONG ANALOG DEVICES, INC., THE S&P 500 INDEX
AND THE S&P HIGH TECH COMPOSITE INDEX

FISCAL
YEAR ANALOG S&P HIGH TECH
END DEVICES S&P 500 COMPOSITE
------ ------- ------- -------------

10/90 100 100 100
10/91 163 133 126
10/92 209 147 127
10/93 387 169 158
10/94 622 175 192
10/95 942 222 290

* $100 invested on 10/31/90 in stock or index - including reinvestment of
dividends. Fiscal year ending October 31.

-18-

22
APPROVAL OF AMENDMENT TO THE ARTICLES OF ORGANIZATION

On December 6, 1995, the Board of Directors of the Company unanimously
voted to recommend to the stockholders that the Company's Restated Articles of
Organization be amended to increase the number of authorized shares of Common
Stock from 300,000,000 to 450,000,000 shares. On November 28, 1995, the Board of
Directors also declared a three-for-two split of the issued shares of the
Company's Common Stock. The stock split was effected as a 50% Common Stock
dividend paid by the Company on January 3, 1996 to stockholders of record
December 12, 1995.

The authorized Common Stock of the Company currently consists of
300,000,000 shares, $.16 2/3 par value per share, of which 114,677,500 shares
were outstanding as of December 31, 1995, approximately 23,565,314 shares were
reserved (assuming the approval of the amendments to the Company's 1988 Stock
Option Plan and 1991 Restricted Stock Plan by the stockholders at the Meeting)
for issuance pursuant to the Company's stock option plans, stock purchase plans
and other employee benefit plans; 2,250,000 shares were reserved for issuance
pursuant to an outstanding warrant agreement; 8,239,888 shares were reserved for
issuance upon conversion of the Company's 3 % Convertible Subordinated Notes due
2000; and 148,732,252 shares were reserved for issuance upon exercise of Rights
in connection with the Company's Shareholder Rights Plan. The Board of Directors
believes that the authorization of additional shares of Common Stock is
desirable to provide shares for issuance in connection with possible future
stock dividends, future financings, joint ventures, acquisitions or other
general corporate purposes. However, there is no existing plan, understanding or
agreement for the issuance of any shares of Common Stock with the exception of
the shares of Common Stock available for issuance described above. If the
amendment is adopted by the stockholders, the Board of Directors will have
authority to issue shares of Common Stock without the necessity of further
stockholder action. Holders of the Common Stock have no preemptive rights with
respect to any shares which may be issued in the future.

BOARD RECOMMENDATION

The Board of Directors believes the adoption of this amendment is in the
best interests of the Company and its stockholders and recommends a vote FOR the
adoption of this proposed amendment.

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23
APPROVAL OF AMENDMENT TO 1988 STOCK OPTION PLAN

The Board of Directors believes that the continued growth and success of
the Company depends, in large part, upon its ability to attract, retain and
motivate key employees. Accordingly, on December 6, 1995, the Board of Directors
adopted, subject to stockholder approval, an amendment to the Company's 1988
Stock Option Plan (the "1988 Option Plan") to increase the number of shares of
Common Stock available for issuance under the plan from 15,525,000 shares to
22,425,000 shares. The purpose of the amendment is to ensure that the Company
may continue to attract and retain key employees who are expected to contribute
to the Company's growth and success. As of October 28, 1995, there were
3,495,095 shares of Common Stock reserved for future option grants under the
1988 Option Plan. The following is a summary of some of the principal terms of
the 1988 Option Plan.

ELIGIBILITY, ADMINISTRATION AND GRANTS OF OPTIONS

All key employees of the Company, including officers and directors who are
key employees, are eligible to receive stock options under the 1988 Option Plan.
Both incentive stock options intended to qualify under Section 422 of the Code
and nonstatutory stock options may be granted under the 1988 Option Plan. As of
December 31, 1995, approximately 750 of 2,400 eligible employees were
participating in the 1988 Option Plan.

The 1988 Option Plan is administered by the Company's Compensation
Committee which designates the optionees, exercise prices, dates of grant and
terms of exercise. Unless otherwise determined by the Board of Directors,
incentive and nonstatutory options issuable under the 1988 Option Plan expire no
later than 10 years, and 10 years and 30 days, from the date of grant,
respectively.

No employee may be granted options to purchase more than 562,500 shares of
Common Stock under the 1988 Option Plan during any fiscal year. Options may not
be granted under the 1988 Option Plan at an exercise price that is less than the
fair market value of the Common Stock on the date of grant (or less than 110% of
the fair market value in the case of incentive stock options granted to
optionees holding 10% or more of the voting stock of the Company). All other
options may be granted at an exercise price which may be less than, equal to or
greater than the fair market value of the Common Stock on the date of grant.
Options granted under the 1988 Option Plan may provide for the payment of the
exercise price by delivery of cash or a check to the order of the Company in an
amount equal to the exercise price of such options, or, to the extent provided
in the applicable option agreement, by delivery to the Company of shares of
Common Stock of the Company

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24
having a fair market value equal in amount to the exercise price of the options
being exercised, or by any combination of such methods of payment.

While the Company may grant options which become exercisable at different
times or within different periods, the Company has generally granted options
which become exercisable, subject to the optionee's continued service as an
employee of the Company, on a cumulative basis in three equal annual
installments, on the third, fourth and fifth anniversaries of the date of grant.
The 1988 Option Plan provides that all options issued thereunder shall be
immediately exercisable in full upon a Change in Control (as defined in the 1988
Option Plan).

AMENDMENT AND TERMINATION OF THE 1988 OPTION PLAN

The Board of Directors may modify or amend the 1988 Option Plan in any
respect without stockholder approval, except, the Board of Directors may not,
without stockholder approval, (a) materially increase the benefits accruing to
participants under the plan; (b) materially increase the number of shares which
may be issued under the plan; or (c) materially modify the requirements as to
eligibility for participation under the plan.

The plan will terminate upon the earlier of (a) December 15, 1997; or (b)
the date on which all shares available for issuance under the plan shall have
been issued pursuant to the exercise or cancellation of options granted under
the plan. If the date of termination is determined under clause (a) above,
options outstanding on such date shall continue to have force and effect in
accordance with the provisions of the instruments evidencing such options. The
termination or any modification or amendment of the plan may not, without the
consent of an optionee, affect the optionee's rights under an option previously
granted.

WITHHOLDING TAXES

The Company has the right to deduct from payments of any kind otherwise due
to an optionee any federal, state or local taxes of any kind required by law to
be withheld with respect to any shares issued upon exercise of options under the
1988 Option Plan. Subject to the prior approval of the Company, which may be
withheld by the Company in its sole discretion in any particular case, the
optionee may elect to satisfy such obligations, in whole or in part, (a) by
causing the Company to withhold shares of Common Stock otherwise issuable
pursuant to the exercise of an option; or (b) by delivering to the Company
shares of Common Stock already owned by the optionee.

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25
OUTSTANDING OPTIONS

As of October 28, 1995, there were outstanding under the Company's 1988
Stock Option Plan options to purchase 10,085,335 shares of Common Stock at a
weighted average exercise price of $8.14 per share with expiration dates ranging
from October 10, 1996 to October 9, 2005.

FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the federal income tax treatment of incentive
stock options and nonstatutory stock options. The tax consequences recognized by
an optionee may vary; therefore, an optionee should consult his or her tax
advisor for advice concerning any specific transaction.

Incentive Stock Options.

No taxable income will be recognized by an optionee upon the grant or
exercise of an incentive stock option granted under the 1988 Option Plan. The
difference between the exercise price and the fair market value of the stock on
the date of exercise will be included in alternative minimum taxable income for
purposes of the alternative minimum tax. The alternative minimum tax is imposed
upon an individual's alternative minimum taxable income at rates of 26% to 28%,
but only to the extent that such tax exceeds the taxpayer's regular income tax
liability for the taxable year.

Generally, if an optionee holds shares acquired upon the exercise of
incentive stock options until the later of (a) two years from the date of grant
of the option; and (b) one year from the date of transfer of the purchased
shares to the optionee (the "Statutory Holding Period"), any gain recognized by
the optionee on a sale of such shares will be treated as capital gain. The gain
recognized upon the sale of the stock is the difference between the option price
and the sale price of the stock. The net federal income tax effect on the holder
of incentive stock options is to defer, until the stock is sold, taxation of any
increase in the stock's value from the time of grant to the time of exercise,
and to treat such increase as capital gain.

If the optionee sells the shares prior to the expiration of the Statutory
Holding Period, the optionee will realize taxable income at ordinary income tax
rates in an amount equal to the lesser of (a) the fair market value of the
shares on the date of exercise less the option price; or (b) the amount realized
on the disposition of the stock less the option price, and the Company will
receive a corresponding business expense deduction. However, special rules may
apply to options held by persons required to file reports under Section 16 of
the Exchange Act. The amount by which the proceeds of the sale exceeds the fair
market value of

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26
the shares on the date of exercise will be treated as long-term capital gain if
the shares are held for more than one year prior to the sale and as short-term
capital gain if the shares are held for a shorter period. If an optionee sells
the shares acquired upon exercise of an option at a price less than the option
price, he or she will recognize a capital loss equal to the difference between
the sale price and the option price. The loss will be long-term capital loss if
the shares are held for more than one year prior to the sale and a short-term
capital loss if the shares are held for a shorter period.

Nonstatutory Stock Options.

No taxable income is recognized by the optionee upon the grant of a
nonstatutory option. The optionee must recognize as ordinary income in the year
in which the option is exercised the amount by which the fair market value of
the purchased shares on the date of exercise exceeds the option price. However,
special rules may apply to options held by persons required to file reports
under Section 16 of the Exchange Act. The Company will be entitled to a business
expense deduction equal to the amount of ordinary income recognized by the
optionee, subject to Section 162(m) of the Code. Any additional gain or any loss
recognized upon the subsequent disposition of the purchased shares will be a
capital gain or loss and will be a long-term gain or loss if the shares are held
for more than one year.

BOARD RECOMMENDATION

The Board of Directors believes that the ratification and approval of the
amendment to the 1988 Option Plan is in the best interests of the Company and
its stockholders and recommends a vote FOR this proposal.

APPROVAL OF AMENDMENT TO 1991 RESTRICTED STOCK PLAN

The Board of Directors believes that the continued growth and success of
the Company depends, in large part, upon its ability to attract, retain and
motivate key employees. Accordingly, on December 6, 1995, the Board of Directors
adopted, subject to stockholder approval, an amendment to the Company's 1991
Restricted Stock Plan (the "1991 Stock Plan") to increase the number of shares
available for issuance under the plan from 1,575,000 shares to 2,025,000 shares.
Under the 1991 Stock Plan, the Company is authorized to award to eligible
employees restricted shares of Common Stock for nominal consideration. The
purpose of the 1991 Stock Plan is to ensure that the Company may continue to
attract and retain key employees who are expected to contribute to the Company's
growth and success. As of October 28, 1995, there were 444,000 shares of Common
Stock available for future

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27
awards under the 1991 Stock Plan. The following is a summary of certain
provisions of the 1991 Stock Plan.

ELIGIBILITY, ADMINISTRATION AND GRANTS OF AWARDS

Awards under the 1991 Stock Plan may be made only to persons who are
determined by the Board of Directors to be key employees of the Company. The
1991 Stock Plan is administered by the Company's Compensation Committee. Subject
to the conditions set forth in the 1991 Stock Plan, the Compensation Committee
may establish rules and regulations relating to the plan, select the recipients
of awards under the plan and determine the conditions of each award.

The price at which shares of Common Stock may be sold to participants under
the plan is determined by the Compensation Committee. The purchase price, if
any, in most cases is nominal (equal to the par value of $.16 /3 per share). The
purchase price may vary among participants.

Shares purchased under the 1991 Stock Plan are subject, usually for a
period of five years (the "Restricted Period"), to certain restrictions upon
transfer and provisions relating to forfeiture in the event of termination of
employment. If the employment of a recipient of an award is terminated prior to
the end of the Restricted Period for any reason other than death or disability,
all shares of Common Stock covered by the award must be offered promptly for
resale by the recipient to the Company at the original purchase price per share.
If the employment of a recipient is terminated by death or disability within the
Restricted Period, the awarded shares may be retained by the recipient or the
recipient's estate.

The Company may, in its discretion, waive its right to repurchase any
shares which become forfeitable under the 1991 Stock Plan. In addition, the
Company may impose upon the recipient of an award such other restrictions on the
shares awarded under the 1991 Stock Plan as the Board of Directors or
Compensation Committee may deem advisable and in the best interests of the
Company. The 1991 Stock Plan provides for the immediate termination of
restrictions upon transfer and forfeiture provisions upon a Change in Control
(as defined in the 1991 Stock Plan).

AMENDMENT AND TERMINATION OF THE 1991 STOCK PLAN

The 1991 Stock Plan may at any time be terminated, modified or amended by a
majority vote of the stockholders of the Company. The Board of Directors may at
any time modify or amend the 1991 Stock Plan in any respect, except that,
without stockholder approval, the Board of Directors may not make any amendment
which would (a) cause the 1991 Stock Plan to no longer comply with

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28
Rule 16b-3 promulgated under the Exchange Act or any successor rule ("Rule
16b-3") or (b) require stockholder approval under any applicable listing
requirement. The termination or any modification or amendment of the plan may
not, without the consent of a recipient of an award, affect the recipient's
rights under an award previously made to the recipient. The Board of Directors
may amend or modify the terms and provisions of the 1991 Stock Plan and of any
outstanding award to the extent necessary to ensure the qualification of the
1991 Stock Plan under Rule 16b-3. The 1991 Stock Plan provides that unless it is
sooner terminated by the Board of Directors or stockholders of the Company, no
awards may be granted after December 12, 2001.

WITHHOLDING TAXES

The Company has the right to deduct from payments of any kind due to the
participant any federal, state or local taxes of any kind required by law to be
withheld with respect to any shares issued upon any award under the 1991 Stock
Plan. In addition, the plan provides that subject to the prior approval of the
Company, which may be withheld by the Company in its sole discretion, a plan
participant may elect to satisfy such withholding obligations, in whole or in
part (a) by directing the escrow agent under the plan to forward to the Company
a sufficient number of shares of Common Stock otherwise deliverable to the
participant pursuant to a grant of an award or (b) by delivery to the Company
shares of Common Stock already owned by the participant.

OUTSTANDING AWARDS

As of October 28, 1995, 1,131,000 shares were outstanding pursuant to
awards made under the 1991 Stock Plan.

FEDERAL TAX CONSEQUENCES

Neither the Company nor award recipients realize any federal tax
consequences at the time an award is granted under the 1991 Stock Plan unless
the recipient makes an election under Section 83(b) of the Code. If the
recipient makes an election under Section 83(b) within 30 days of the date of
grant, the recipient will recognize ordinary income, for the year in which the
award is received, in an amount equal to the difference between the fair market
value of the Common Stock at the time the award is made and the purchase price
for the Common Stock. If the Section 83(b) election is not made, the award
recipient must recognize ordinary income, at the time the forfeiture provisions
and restrictions on transfer lapse, in an amount equal to the difference between
the fair market value of the shares at that time and the original purchase
price. Upon a sale of the Common Stock acquired pursuant to an award, the
recipient must recognize a capital gain or loss on the difference between his or
her basis (the price paid plus any ordinary income previously recognized)

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29
and the sales price. If the recipient holds the stock for more than one year
after vesting (or one year after the date of grant if the recipient makes an
83(b) election), he or she will recognize a long-term capital gain or loss. The
Company will be entitled to deduct, as compensation expense, the same amount as
the employee shall include as ordinary income, subject to the limitations of
162(m) of the Code. Such deduction shall take place in the Company's tax year
which includes the last day (generally December 31) of the employee's tax year
in which the income is recorded for federal tax purposes.

ACCOUNTING TREATMENT

For accounting and reporting purposes, the Company charges to income as an
expense the difference between the price of Common Stock awarded under the 1991
Stock Plan and the fair market value of such Common Stock at the date of grant.
The charge to income is allocated over the period during which the Common Stock
is restricted and forfeitable. The tax benefit, if any, of the excess of the
fair market value of such Common Stock at the date of vesting over the fair
market value at the date of grant is credited directly to paid-in capital.

BOARD RECOMMENDATION

The Board of Directors believes that the ratification and approval of the
amendment to the 1991 Stock Plan is in the best interests of the Company and its
stockholders and recommends a vote FOR this proposal.

1988 STOCK OPTION PLAN AND 1991 RESTRICTED STOCK PLAN BENEFITS

The following table sets forth the benefits received by the Named Executive
Officers, individually and as a group, by non-executive directors as a group and
by non-executive officer employees as a group under each of the 1988 Stock
Option Plan and 1991 Restricted Stock Plan during fiscal 1995.

-26-

1988 Stock 1991 Restricted
Option Plan Stock Plan
----------------------- -----------------------
Dollar Number Dollar Number
Value($)(1) of Shares Value($)(2) of Shares
----------------------- -----------------------

Ray Stata
Chairman of the Board
and Chief Executive Officer... $ 0 202,500 $ 0 0
Jerald G. Fishman
President and
Chief Operating Officer....... $ 0 202,500 $ 0 0
Brian P. McAloon
Vice President, Sales......... $ 0 78,750 $ 0 0
Joseph E. McDonough
Vice President, Finance
and Chief Financial Officer... $ 0 67,500 $ 0 0
William A. Martin
Treasurer..................... $ 0 14,850 $ 0 0
Executive Group................. $ 0 566,100 $ 0 0
Non-Executive Director Group.... $ 0 $ 0 0
Non-Executive Officer Employee
Group......................... $ 0 2,026,575 $212,208 15,000

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

(1) Represents the difference between the exercise price of options granted in
fiscal 1995 and the fair market value of the underlying shares of Common
Stock on the date of grant.

(2) Represents the difference between the price paid and the fair market value
on the date of issuance.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors, on the recommendation of its Audit Committee, has
selected the firm of Ernst & Young LLP, independent auditors, as auditors of the
Company for the fiscal year ending November 2, 1996. Although stockholder
approval of the Board of Directors' selection of Ernst & Young LLP is not
required by law, the Board of Directors believes that it is advisable to give
stockholders an opportunity to ratify this selection. If this proposal is not
approved at the Meeting, the Board of Directors will reconsider its selection of
Ernst & Young LLP.

Representatives of Ernst & Young LLP are expected to be present at the
Meeting. They will have the opportunity to make a statement if they desire to do
so and will also be available to respond to appropriate questions from
stockholders.

-27-

31
OTHER MATTERS

The Board of Directors does not know of any other matters which may come
before the Meeting. However, if any other matters are properly presented to the
Meeting, it is the intention of the persons named in the accompanying proxy to
vote, or otherwise act, in accordance with their judgment on such matters.

All costs of solicitation of proxies will be borne by the Company. The
Company has engaged Corporate Investor Communications, Inc. ("CIC") to assist
with the solicitation of proxies. The Company expects to pay CIC less than
$10,000 for such services. In addition to solicitations by mail, CIC and the
Company's directors, officers and regular employees, without additional
remuneration, may solicit proxies by telephone, telegraph and personal
interviews. Brokers, custodians and fiduciaries will be requested to forward
proxy soliciting material to the owners of stock held in their names. The
Company will reimburse banks and brokers for their reasonable out-of-pocket
expenses incurred in connection with the distribution of proxy materials.

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING

Proposals of stockholders intended to be presented at the 1997 Annual
Meeting of Stockholders must be received by the Company at its principal office
in Norwood, Massachusetts not later than October , 1996 for inclusion in the
proxy statement for that meeting.

By Order of the Board of Directors,

PAUL P. BROUNTAS, Clerk

February , 1996

THE MANAGEMENT HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY
EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.

-28-

32
[FORM OF PROXY]

PROXY PROXY

ANALOG DEVICES, INC.

1996 Annual Meeting of Stockholders - March 12, 1996

The undersigned, revoking all prior proxies, hereby appoints Ray Stata,
Paul P. Brountas and Mark G. Borden, and each of them, with full power of
substitution, as proxies to represent and vote as designated hereon, all shares
of stock of Analog Devices, Inc. (the "Company") which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders of
the Company to be held at the Hilton at Dedham Place, One Allied Drive, Dedham,
Massachusetts, on Tuesday, March 12, 1996 at 10:00 a.m.(Local Time) and any
adjournment thereof.

IN THEIR DESCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENT THEREOF.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(Continued and to be signed on reverse side)

PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POST-PAID RETURN
ENVELOPE.

SEE REVERSE
SIDE

33
/X/ Please mark votes as in this example

UNLESS OTHERWISE INSTRUCTED, THIS PROXY WILL BE VOTED IN FAVOR OR THE
PROPOSALS SET FORTH BELOW.

1. Election of Class III Directors (for all nominees except as marked below)

NOMINEES: John L. Doyle, Ray Stata and Samuel H. Fuller

FOR WITHHELD
/ / / /

--------------------------------------
For all nominees except as noted above

2. To approve an amendment to the Company's Articles of Organization
increasing the number of authorized shares of Common Stock from 300,000,000
to 450,000,000 shares.