1
    
  As filed with the Securities and Exchange Commission on November 12, 1997
                                                 Registration No. 33-64849
    
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
   

                         POST-EFFECTIVE AMENDMENT NO. 2
                                       TO
    
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

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

             ONE TECHNOLOGY WAY, NORWOOD, MASSACHUSETTS 02062-9106
             -----------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                              ANALOG DEVICES, INC.
                           DEFERRED COMPENSATION PLAN
                           --------------------------
                            (Full title of the Plan)

             PAUL P. BROUNTAS ESQ., HALE AND DORR, 60 STATE STREET,
                          BOSTON, MASSACHUSETTS 02109
             ------------------------------------------------------
                    (Name and address of agent for service)

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


   2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Item 1.   Plan Information.  
                  -----------------

        The information required by Part I is included in documents sent or
given to participants in the Analog Devices, Inc. (the "Registrant") Deferred
Compensation Plan (the "Deferral Plan"), pursuant to Rule 428(b)(1) of the
Securities Act of 1933 (as amended, the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        Item 3.  Incorporation of Certain Documents by Reference. 
                 ------------------------------------------------

        The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934 (as amended, the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission.  The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:

                (a)  The Registrant's latest annual report filed pursuant to
        Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
        filed pursuant to Rule 424(b) under the Securities Act that contains
        audited financial statements for the Registrant's latest fiscal year for
        which such statements have been filed.

                (b)  All other reports filed pursuant to Section 13(a) or 15(d)
        of the Exchange Act since the end of the fiscal year covered by the
        Registrant document referred to in (a) above.

                All documents subsequently filed by the Registrant pursuant to
        Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
        filing of a post-effective amendment which indicates that all securities
        offered hereby have been sold or which deregisters all such securities
        then remaining unsold, shall be deemed to be incorporated by reference
        herein and to be part hereof from the date of the filing of such
        documents.







                                         -2-
   3
        Item 4.  Description of Securities. 
                 -------------------------- 
   
        Under the Deferral Plan, the Registrant provides non-employee directors
and a select group of highly compensated or management employees the opportunity
to enter into agreements for the deferral of a specified percentage of their
cash compensation (including, in the case of non-employee directors, director
fees and meeting fees) or deferred income or gains resulting from the deferral
of stock option gains and restricted stock income. The obligations of the
Registrant under such agreements (the "Obligations") will be unfunded and
unsecured general obligations of the Registrant to pay in the future the value
of the deferred compensation and Registrant contributions adjusted to reflect
the performance, whether positive or negative, of selected investment
measurement options, chosen by each participant, during the deferral period in
accordance with the terms of the Deferral Plan. 
    

   
        The Deferral Plan is administered by the members of the
Compensation Committee of the Board of Directors who are not participants in the
Deferral Plan.  The Compensation Committee has delegated its administrative
functions which do not affect officers to a committee of three officers
designated by the Board. The Compensation Committee may from time to time 
adopt rules and procedures governing the Deferral Plan and shall have the 
authority to give interpretive rulings with respect to the Deferral Plan. 
    

   
        A participant may elect to defer all or a portion of his or her
compensation. The amount of compensation to be deferred by each participant will
be determined in accordance with the Deferral Plan based on elections by the
participant.  Participants may elect to defer any percentage of salary and any
percentage of bonus up to 100%, or in the case of non-employee directors, any 
portion of annual fees, meeting fees or committee meeting fees. 
    

        The Obligations for each participant are equal in value to the balance 
of a bookkeeping reserve account established for such participant.  The
investment earnings credited to such account will be indexed to one or more
mutual funds or indices, the type of which will be individually chosen by each
participant from a list of types of investment media.  Each participant's
deferred compensation account will be adjusted to reflect contributions by the
Registrant and the investment experience of the selected mutual funds or
indices, including any appreciation or depreciation. The Registrant is not
required to actually invest the deferred compensation in the types of funds
specified by participants.  However, the Registrant may establish a trust, which
may be a grantor trust for federal income tax purposes, to make such investments
to assist the Registrant in meeting the Obligations.






                                         -3-
   4

        The Obligations are distributed by the Registrant in accordance with
the terms of the Deferral Plan and upon a payment plan selected by each
participant.  Upon a determination by the Committee that a participant has
suffered an unforeseeable financial emergency, the Committee may direct the
Registrant to pay such participant an amount necessary to meet the emergency,
but not exceeding the aggregate balance of the participant's deferral account.
   

        A participant's right or the right of any other person to the
Obligations cannot be assigned or transferred in any manner or be subject to
alienation, anticipation, sale, pledge, encumbrance or other legal process.  If
any participant attempts to transfer, assign, alienate, anticipate, sell,
pledge or otherwise encumber his or her benefit under the Deferral Plan, the
Committee may terminate his or her interest in any such benefit to the extent
the Committee considers necessary or advisable to prevent or limit the effect
of such occurrence.  The Obligations are not convertible into another security
of the Registrant. The Obligations do not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part of the
Registrant.  
    

        The Registrant may at any time amend, suspend or reinstate any or all of
the provisions of the Deferral Plan, except that no such amendment, suspension
or reinstatement may adversely affect any participant's deferral account as it 
existed as of the day before the effective date of such amendment, suspension or
reinstatement, without such participant's prior written consent.  The Registrant
may terminate the Deferral Plan at any time and for any reason whatsoever;
provided, however, that a termination of the Deferral Plan may not adversely
affect the value of a participant's deferral account as it existed as of the
effective date of such termination without the participant's prior written 
consent.







                                         -4-
   5
        Item 5.  Interests of Named Experts and Counsel.  
                 ---------------------------------------

        The validity of the securities hereby registered will be passed upon by
Hale and Dorr LLP, Boston, Massachusetts.  Paul P. Brountas, Esq., a partner of 
Hale and Dorr LLP, serves as Clerk to the Registrant.

        Item 6.  Indemnification of Directors and Officers.
                 ------------------------------------------

        Article 6A of the Registrant's Articles of Organization, as amended (the
"Articles of Organization") provides for indemnification of directors and
officers to the full extent permitted under Massachusetts law.  Section 67 of
Chapter 156B of the Massachusetts General Laws provides that a corporation has
the power to indemnify a director, officer, employee or agent of the corporation
and certain other persons serving at the request of the corporation and certain
other persons serving at the request of the corporation in related capacities
against amounts paid and expenses incurred in connection with an action or
proceeding to which he is or is threatened to be made a party by reason of such
position, if such person shall have acted in good faith and in a manner he
reasonably believed to be in the best interests of the corporation, provided
that, no indemnification shall be made with respect to any matter as to which
such person shall have been adjudged not to be entitled to indemnification under
Section 67.

        Article 6A also provides for indemnification of directors and officers
of the Registrant against liabilities and expenses in connection with any legal
proceedings to which they may be made a party or with which they may become
involved or threatened by reason of having been an officer or director of the
Registrant or of any other organization at the request of the Registrant.
Article 6A generally provides that a director or officer of the Registrant (i)
shall be indemnified by the Registrant for all expenses of such legal
proceedings unless he has been adjudicated not to have acted in good faith in
the reasonable belief that his action was in the best interests of the
Registrant, and (ii) shall be indemnified by the Registrant for the expenses,
judgments, fines and amounts paid in settlement and compromise of such
proceedings.  No indemnification will be made to cover costs of settlements and
compromises if the Board determines by a majority vote of a quorum consisting of
disinterested directors (or, if such quorum is not obtainable, by a majority of
the disinterested directors of the Registrant), that such settlement or
compromise is not in the best interests of the Registrant.




                                         -5-
   6


        Article 6A permits the payment by the Registrant of expenses incurred in
defending a civil or criminal action in advance of its final disposition,
subject to receipt of an undertaking by the indemnified person to repay such
payment if it is ultimately determined that such person is not entitled to
indemnification under the Articles of Organization.  No advance may be made if
the Board of Directors determines, by a majority vote of a quorum consisting of
disinterested directors (or, if such quorum is not obtainable, by a majority of
the disinterested directors of the Registrant), that such person did not act in
good faith in the reasonable belief that his action was in the best interest of
the Registrant.

        Article 6D of the Registrant's Articles of Organization provides that no
director shall be liable to the Registrant or its stockholders for monetary
damages for breach of his fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 61 or
62 of Chapter 156B, or (iv) for any transaction from which the director derived
an improper personal benefit.

        Section 8.4 of the Deferral Plan provides that the Registrant shall
indemnify and hold harmless the members of the Committee and their duly
appointed agents against any and all claims, loss, damage, expense or liability
arising from any action or failure to act with respect to the Deferral Plan,
except in the case of gross negligence or willful misconduct by any such member
or agent.

        The Registrant has directors and officers liability insurance for the
benefit of its directors and officers.

        Item 7.   Exemption From Registration Claimed.
                  ------------------------------------

        Not applicable.

        Item 8.   Exhibits.
                  ---------

        The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.








                                         -6-
   7

        Item 9.   Undertakings.
                  -------------

        1.   The Registrant hereby undertakes:

                (a)  To file, during any period in which offers or sales are
        being made, a post-effective amendment to this Registration Statement to
        include any material information with respect to the plan of
        distribution not previously disclosed in this Registration Statement or
        any material change to such information in this Registration Statement.

                (b)  That, for the purpose of determining any liability under
        the Securities Act, each such post-effective amendment shall be deemed
        to be a new registration statement relating to the securities offered
        therein, and the offering of such securities at that time shall be
        deemed to be the initial bona fide offering thereof.

                (c)  To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        2.   The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be in the initial bona fide offering
thereof.

        3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in


                                         -7-
   8

the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.












































                                         -8-
   9
   

                                  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
Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Norwood, Commonwealth of
Massachusetts, on this 12th day of November, 1997.
    

                                        ANALOG DEVICES, INC.
   



                                        By:  /s/ Jerald G. Fishman*             
                                             ------------------------------
                                             Jerald G. Fishman
                                             President and Chief 
                                             Executive Officer
    
   
    
        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.





                                         -9-
   10
   

SIGNATURE TITLE DATE --------- ----- ---- /s/ Jerald G. Fishman* President, Chief Executive ) - -------------------------- Officer and Director ) JERALD G. FISHMAN ) ) ) ) /s/ Ray Stata* Chairman of the Board ) - -------------------------- and Director ) RAY STATA ) ) ) ) /s/ Joseph E. McDonough* Vice President-Finance ) November 12, 1997 - -------------------------- and Chief Financial ) JOSEPH E. MCDONOUGH Officer ) ) ) ) /s/ John L. Doyle* Director ) - -------------------------- ) JOHN L. DOYLE ) ) ) ) /s/ Samuel H. Fuller* Director ) - -------------------------- ) SAMUEL H. FULLER ) )
-10- 11 ) ) Director ) - ------------------------------ ) CHARLES O. HOLLIDAY, JR. ) ) ) ) /s/ Gordon C. McKeague* Director ) November 12, 1997 - ------------------------------ ) GORDON C. MCKEAGUE ) ) /s/ Joel Moses* ) - ------------------------------ Director ) JOEL MOSES ) ) /s/ Lester C. Thurow* Director ) - ------------------------------ ) LESTER C. THUROW ) ) ) *By /s/ Joseph E. McDonough -------------------------- JOSEPH E. MCDONOUGH, ATTORNEY-IN-FACT
-11- 12 INDEX TO EXHIBITS
Exhibit Number Exhibit Page - ------- ------- ---- 4.1 Deferred Compensation Plan of the Registrant.+ 4.2 Amendment No. 1, dated December 3, 1996, to Analog Devices, Inc. Deferred Compensation Plan.+ 4.3 Amendment No. 2, dated March 11, 1997, to Analog Devices, Inc. Deferred Compensation Plan.+ 4.4 Amendment No. 3, dated November 5, 1997, to Analog Devices, Inc. Deferred Compensation Plan. 4.5 Trust Agreement for Deferred Compensation Plan between the Registrant and PNC Bank, National Association, dated October 23, 1997 (incorporated by reference herein by reference to the Registrant's Post-Effective Amendment No. 2 to Form S-3, dated November 12, 1997 (File No. 333-17651) 5.1 Opinion of Hale and Dorr.+ 23.1 Consent of Hale and Dorr.+ 23.2 Consent of Independent Auditors. 24.1 Powers of Attorney.+
- ------------------- + Previously filed -12-
   1
                                                                     Exhibit 4.4



                              ANALOG DEVICES, INC.
                           DEFERRED COMPENSATION PLAN

                                AMENDMENT NO. 3

                               November 5, 1997

     Section 5.6 of the Company's Deferred Compensation Plan is amended to read
in its entirety as follows:

          "5.6   The Plan may accept the transfer of amounts or assets deferred
     by a Participant under any other deferral arrangement provided by the
     Company, including without limitation, any shares of Company Common Stock
     which, but for such deferral, (i) would be issued to the Participant upon
     exercise of stock options granted by the Company or (ii) be vested and
     nonforfeitable in the case of restricted stock issued to the Participant.
     In the case of amounts deferred in the form of units of Company Common
     Stock pursuant to a stock option exercise, where shares of Company Common
     Stock have been issued to a trust established by the Company to provide a
     source of funds to assist it in meeting its obligations under the Plan, a
     change in the investment measurement medium from units of Company Common
     Stock to another form of investment measurement medium shall not be
     effective until such stock has been disposed of by such trust.
     Notwithstanding the preceding provisions of this Article V, any amounts
     deferred in the form of units of Company Common Stock shall be accounted
     for on a share by share basis until a change in the investment measurement
     medium is made pursuant to Section 5.5, above, and no change in the
     investment medium may be made with respect to amounts deferred in the form
     of units of Company Common Stock arising out of stock options or restricted
     stock granted or issued by the Company after July 23, 1997."
   1
                                                                Exhibit 23.2
                                                                ------------

                        CONSENT OF INDEPENDENT AUDITORS
   

We consent to the incorporation by reference in the Post-Effective Amendment 
No. 2 to the Registration Statement (Form S-8 No. 33-64849) of Analog Devices,
Inc. pertaining to the Analog Devices, Inc. Deferred Compensation Plan
of our report dated December 3, 1996, 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 November 2, 1996, filed with the Securities and
Exchange Commission. 



                                                         /S/ Ernst & Young LLP
                                                         
Boston, Massachusetts                                    ERNST & YOUNG LLP
November 10, 1997