Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report

                       Pursuant to Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934

                                  June 25, 1996

                        (Date of Earliest Event Reported)

                              ANALOG DEVICES, INC.

             (Exact name of registrant as specified in its charter)


                  (State or other jurisdiction of incorporation)

                   1-07819                            04-2348234
          ------------------------         -------------------------------

          (Commission File Number)        (IRS Employer Identification No.)

           One Technology Way, Norwood, MA              02062
           -------------------------------              -----

         (Address of principal executive offices)     (Zip Code)

                                 (617) 329-4700

              (Registrant's telephone number, including area code)



                 On June 25, 1996, Analog Devices, Inc. (the "Company") entered
       into a joint venture with Taiwan Semiconductor Manufacturing Co., Ltd.
       ("TSMC"), two other companies and several individual investors for the
       construction and operation of a semiconductor fabrication facility
       ("fab") in Camas, Washington. The joint venture is organized as a limited
       liability company under the name WaferTech, LLC ("WaferTech"). The
       following summarizes the principal terms of the joint venture:

       1.   Project.

            The fab will be built on land acquired by WaferTech located in
            Camas, Washington. The fab is expected to be at full operating
            capacity in 1999. The initial process technology will be 0.5 or 0.35
            micron. TSMC has committed to transferring to WaferTech additional
            processes down to 0.25 micron within 6 months of such technologies
            becoming operational at TSMC as well as sub-0.25 micron process
            technologies if, as and when developed. The total estimated cost of
            the project is approximately $1.2 billion.

       2.   Purpose.

            The Company's principal objective for the joint venture is to obtain
            increased production capacity of semiconductor wafers and to expand
            its supply of wafers to meet the future needs of its customers. The
            Company is one of TSMC's largest customers and expects to continue
            to buy wafers from TSMC as well as from WaferTech.

       3.   Investment.

            The Company is committed to investing a total of $140,400,000 in
            cash for an 18% equity interest in WaferTech, of which $42,120,000
            was paid on June 25, 1996, $42,120,000 is to be paid on November 30,
            1996 and the remaining $56,160,000 is to be paid on November 3,
            1997. Significant penalties may be imposed if the Company fails to
            pay the second or third installment of its capital contribution when
            due. In addition, the Company has an obligation to guarantee its pro
            rata share of debt incurred by WaferTech, up to a maximum for the
            Company of $45,000,000. In addition, the Company may be required to
            contribute additional capital in order to avoid dilution of its
            interest should the need arise in the future for additional capital.

       4.   Take or Pay Purchase Obligations.

            Each of the Company and the other two principal equity members of  
            WaferTech is committed to take or pay for at least 85% of



            its pro rata share of the capacity of the fab. When the fab is fully
            ramped, it is expected that the Company will be required to take or
            pay for at least approximately 54,000 8" wafers per year. The
            Company will have the right, but not the obligation, to purchase up
            to 27% of the capacity of the fab.

       5.   Equity Accounting.

            Wafers sold by WaferTech will be priced in accordance with
            prevailing market prices. The Company intends to apply equity
            accounting to its investment in WaferTech. Since the Company will be
            obligated to purchase wafers from WaferTech and will share in
            WaferTech's profits through its equity position, the Company can net
            its share of the profits against the cost of the wafers purchased
            from WaferTech, and thereby report the "net wafer cost" as cost of
            goods sold. In the initial years of the venture, the expected
            start-up losses will result in a higher cost of goods sold. The
            amount and timing of any distribution of any profits will be
            determined by the Board of Directors of WaferTech.

       6.   Management.

            WaferTech will be controlled by TSMC (which owns approximately 57%
            of the venture), subject to certain veto powers for the Company and
            the other two principal equity participants (which own 18% and 4%,
            respectively). Specified matters will require the approval of
            holders of at least 71% of the interests in WaferTech, and a more
            limited set of matters will require approval by holders of at least
            87% of the interests. WaferTech will be managed by a Board of
            Directors, consisting of seven directors, of whom four shall be
            designated by TSMC and one by each of the Company and the other two
            principal equity participants. Each director (one "voting" director
            in the case of TSMC) will have as many votes as the percentage
            interest held by the member who designated that director.
            Accordingly, TSMC will be in a position to control the Board of
            Directors, and the Board of Directors appoints the executive
            officers of WaferTech.

       7.   Intellectual Property Rights.

            TSMC has contributed to WaferTech non-exclusive rights to its
            existing and certain future process technologies in consideration
            for a portion of its equity interest in WaferTech. Some of TSMC's
            process technology is licensed from others, and WaferTech is
            obligated to pay TSMC the same royalties as TSMC is required to pay
            to its licensors. In addition, TSMC has agreed to license to
            WaferTech rights to its sub-0.25 micron process if, as and when
            developed for a royalty based on net sales. WaferTech may also be
            required to obtain



            licenses from third parties which could impose additional royalty
            costs on WaferTech.

       8.   Limited Liability Company Status.

            WaferTech is organized as a Delaware limited liability company which
            is expected to be treated as a partnership for federal income tax
            purposes. As a result, WaferTech will not incur any federal income
            tax expense; each of the participants will reflect its distributive
            share of WaferTech's taxable income or loss on its own tax return.
            TSMC has reserved the right to convert WaferTech to a regular
            corporation at any time, subject to the approval of either the
            Company or the venture's other 18% equity owner. If WaferTech is
            converted to a regular corporation, it would become a separate
            taxable entity and the accounting benefits to the Company would be
            somewhat diminished. The participants have agreed to significantly
            limit their right to sell or transfer their interests in WaferTech.

       ITEM 7.   EXHIBITS:



            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 thereunto duly authorized.

                                     ANALOG DEVICES, INC.

                                     By:/s/Joseph E. McDonough
                                        Joseph E. McDonough
                                        Vice President - Finance
                                        and Chief Financial Officer

       Date:  July 16, 1996