REGISTRATION NO. 333-

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT


                           THE SECURITIES ACT OF 1933

                              ANALOG DEVICES, INC.
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               (Exact name of issuer as specified in its charter)

               Massachusetts                           04-2348234
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     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

     One Technology Way, Norwood, MA                   02062-9106
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     (Address of Principal Executive Offices)          (Zip Code)

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                            (Full title of the plan)

                    Paul P. Brountas, Esq., c/o Hale and Dorr
                  60 State Street, Boston, Masssachusetts 02109
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                     (Name and address of agent for service)

                                 (617) 526-6000
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          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

Title of Proposed Maximum Securities Amount to Maximum Aggregate Amount of to be be Offering Price Offering Registration Registered Registered Per Share (1) Price (1) Fee (1) ------------------------------------------------------------------------------ Common Stock, 150,000 $28.25 $4,237,500 $1,461.21 $.16 2/3 par value Shares ------------------------------------------------------------------------------ (1) Estimated solely for the purpose of calculating the registration fee in accordance with sections (c) and (h) of Rule 457 of the Securities Act of 1933, as amended, and based on the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on May 24, 1996.
Page 1 of 8 Exhibit Index on Page 2 Statement of Incorporation by Reference --------------------------------------- This Registration Statement on Form S-8 incorporates by reference the contents of a Registration Statement on Form S-8, File No. 33-46521, such Registration Statement relating to the Registrant's 1992 International Employee Stock Purchase Plan. Page 2 of 8 Exhibit Index on Page 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwood, Commonwealth of Massachusetts, on this 29th day of May, 1996. ANALOG DEVICES, INC. By: /s/ Ray Stata --------------------------- Ray Stata Chairman of the Board and Chief Executive Officer Page 3 of 8 Pages 4 POWER OF ATTORNEY We, the undersigned officers and directors of Analog Devices, Inc., hereby severally constitute and appoint Ray Stata, Jerald G. Fishman and Joseph E. McDonough, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names, in the capacities indicated below, the Registration Statement filed herewith, and any and all amendments (including post-effective amendments) to said Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933) and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Analog Devices, Inc. to comply with the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to any such Registration Statement and any and all amendments thereto. Witness our hands and common seal on the date set forth below. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- (i) Principal Executive Officers /s/ Ray Stata Chairman of the Board ) ----------------------- Chief Executive Officer, ) Ray Stata and Director ) May 29, 1996 ) ) ) /s/ Jerald G. Fishman President, Chief Operating ) ----------------------- Officer and Director ) Jerald G. Fishman ) ) Page 4 of 8 Pages 5 (ii) Principal Financial ) Officer and Principal ) Accounting Officer ) ) ) ) /s/ Joseph E. McDonough Vice President-Finance ) ----------------------- and Chief Financial ) May 29, 1996 Joseph E. McDonough Officer ) ) ) ) (iii) Board of Directors ) ) ) ) /s/ John L. Doyle Director ) ----------------------- ) John L. Doyle ) ) ) ) /s/ Samuel H. Fuller Director ) May 29, 1996 ----------------------- ) Samuel H. Fuller ) ) ) /s/ Philip L. Lowe Director ) ----------------------- ) Philip L. Lowe ) ) ) ) ) /s/ Gordon C. McKeague Director ) ----------------------- ) Gordon C. McKeague ) ) ) ) /s/ Joel Moses Director ) ----------------------- ) Joel Moses ) ) ) ) ) /s/ Lester C. Thurow Director ) ----------------------- ) Lester C. Thurow ) ) Page 5 of 8 Pages 6 EXHIBIT INDEX Exhibit Number Description ------- ----------- 4.01 Restated Articles of Organization of the Registrant, as amended (incorporated herein by reference to the Registrant's Form S-8, dated as of the date hereof, whereby the Registrant registered 6,900,000 shares of its Common Stock for issuance under its Amended 1988 Stock Option Plan). 4.02 By-Laws of the Registrant, as amended (incorporated herein by reference to the Registrant's Form 10-K for the fiscal year ended October 31, 1992). 4.03 Rights Agreement, as amended, between the Registrant and The First National Bank of Boston, as Rights Agent (incorporated herein by reference to a Form 8 filed on June 27, 1989 amending the Registration Statement on Form 8-A relating to Common Stock Purchase Rights). 5.01 Opinion of Hale and Dorr. 23.01 Consent of Hale and Dorr (included in Exhibit 5.01). 23.02 Consent of Ernst & Young LLP. 24.01 Powers of Attorney (included on pages 4-5). Page 6 of 8 Pages
                                                                    Exhibit 5.01

                                  HALE AND DORR
                               Counsellors at Law
                  60 State Street, Boston, Massachusetts 02109
                          617-526-6000 FAX 617-526-5000

                                       May 30, 1996

Analog Devices, Inc.
One Technology Way
Norwood, MA 02062-9106

Ladies and Gentlemen:

     We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 150,000 shares of Common Stock, $.16 2/3 par value per
share (the "Shares"), of Analog Devices, Inc., a Massachusetts corporation (the
"Company"), issuable under the Company's Amended 1992 International Employee
Stock Purchase Plan (the "Plan").

     We have examined the Restated Articles of Organization and the By-Laws of
the Company, and all amendments thereto, the Registration Statement and
originals, or copies certified to our satisfaction of such records of meetings
of the directors and stockholders of the Company, and such other documents and
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.

     In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.

     Based upon and subject to the foregoing, we are of the opinion that the
Shares covered by the Registration Statement to be issued under the Plan have
been duly and validly authorized for issuance, and when issued and paid for in
accordance with the terms of the Plan, will be legally issued, fully paid and

     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.

                                       Very truly yours,

                                       HALE AND DORR

                                Page 7 of 8 Pages

                                                                  Exhibit 23.02


We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amended 1992 International Employee Stock
Purchase Plan of Analog Devices, Inc. of our report dated November 28, 1995,
except for the fifth paragraph of Note 4 as to which the date is December 18,
1995, with respect to the consolidated financial statements and schedule of
Analog Devices, Inc. included in its Annual Report (Form 10-K) for the year
ended October 28, 1995.

                                            ERNST & YOUNG LLP

         Boston, Massachusetts
         May 28, 1996

                                Page 8 of 8 Pages