As filed with the Securities and Exchange Commission on June 27, 2000

                                                           Registration No. 333-

                             Washington, D.C. 20549

                                    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 her jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)

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

                              ANALOG DEVICES, INC.
                             1998 STOCK OPTION PLAN
                            (Full title of the Plan)

                             Paul P. Brountas, Esq.
                                Hale and Dorr LLP
                                 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)

                         CALCULATION OF REGISTRATION FEE

- ---------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Securities to be Amount to be Offering Price Aggregate Amount of Registered Registered Per Share Offering Price Registration Fee - ---------------------------------------------------------------------------------------------------------------- Common Stock, $.16 2/3 par value per share 34,000,000 shares $93.09(1) $3,132,420,000(1) $826,958.88 - ----------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the registration fee, and based upon the average of the high and low prices of the Registrant's Common Stock as reported by the New York Stock Exchange on June 26, 2000 in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933. 2 STATEMENT OF INCORPORATION BY REFERENCE This Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-47787) filed by the Registrant on March 11, 1998, relating to the Registrant's 1998 Stock Option Plan. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. -2- 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 27th day of June, 2000. ANALOG DEVICES, INC. By: /s/ Jerald G. Fishman ------------------------------ Jerald G. Fishman President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Analog Devices, Inc., hereby severally constitute and appoint Jerald G. Fishman and Joseph E. McDonough and Paul P. Brountas, 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. 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 /s/ Jerald G. Fishman President, Chief Executive June 27, 2000 - ------------------------------- Officer and Director JERALD G. FISHMAN (Principal Executive Officer) /s/ Ray Stata Chairman of the Board - ------------------------------- and Director June 27, 2000 RAY STATA -3- 4 SIGNATURE TITLE DATE /s/ Joseph E. McDonough Vice President-Finance June 27, 2000 - ------------------------------- and Chief Financial JOSEPH E. MCDONOUGH Officer (Principal Financial and Accounting Officer) /s/ John L. Doyle Director June 27, 2000 - ------------------------------- JOHN L. DOYLE /s/ Charles O. Holliday, Jr. Director June 27, 2000 - ------------------------------- CHARLES O. HOLLIDAY, JR. /s/ Joel Moses Director June 27, 2000 - ------------------------------- JOEL MOSES Director June __, 2000 - ------------------------------- F. GRANT SAVIERS /s/ Lester C. Thurow Director June 27, 2000 - ------------------------------- LESTER C. THUROW -4- 5 EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 4.1 Restated Articles of Organization of Analog Devices, Inc., as amended (incorporated herein by reference to the Registrant's Form 10-Q, filed on March 15, 1999) 4.2 By-Laws of the Registrant (incorporated herein by reference to the Registrant's Form 10-K for the fiscal year ended October 31, 1998, filed on January 28, 1999) 4.3 Rights Agreement dated as of March 18, 1998 between the Registrant and BankBoston, N.A., as Rights Agent (incorporated herein by reference to the Registrant's Registration Statement on Form 8-K (File No. 001-07819) filed on March 19, 1998), as amended by Amendment No.1 to Rights Agreement, entered into as of October 14, 1999 (incorporated herein by reference to the Registrant's Registration Statement on Form 8-K/A (File No. 001-07819) filed on November 19, 1999). 5.1 Opinion of Hale and Dorr LLP 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5) 23.2 Consent of Independent Auditors 24 Power of Attorney (included on the signature page of this Registration Statement) -5-

                                                                     EXHIBIT 5.1

                                HALE AND DORR LLP
                               COUNSELLORS AT LAW
                  60 STATE STREET, BOSTON, MASSACHUSETTS 02109
                         617-526-6000 * FAX 617-526-5000

                                                June 27, 2000

Analog Devices, Inc.
One Technology Way
Norwood, Massachusetts 02062

Re:      1998 Stock Option Plan

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of 34,000,000 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
1998 Stock Option Plan (the "Plan").

We have examined the Restated Articles of Organization and the By-laws of the
Company and originals, or copies certified to our satisfaction, of all pertinent
records of the meetings of the directors and stockholders of the Company, the
Registration Statement and such other documents relating to the Company as we
have deemed material for the purposes of this opinion.

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 copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.

We express no opinion herein as to the laws of any state or jurisdiction other
than the state laws of the Commonwealth of Massachusetts and the federal laws of
the United States of America.

Based upon and subject to the foregoing, we are of the opinion that the Company
has duly authorized for issuance the Shares, and the Shares, when issued and
paid for in accordance with the terms of the Plan and at a price per share in
excess of the par value per share for such Shares, will be validly issued,
fully-paid and nonassessable.

It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.

This opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.

Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.

                                                Very truly yours,

                                                /s/ Hale and Dorr LLP
                                                HALE AND DORR LLP


                                                                    EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Analog Devices, Inc. pertaining to the Analog Devices, Inc. 1998 Stock
Option Plan of our report dated November 30, 1999, with respect to the
consolidated financial statements of Analog Devices, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended October 30, 1999,
and our report dated January 25, 2000 with respect to the related financial
statement schedule included therein, filed with the Securities and Exchange

                                                     ERNST & YOUNG LLP

Boston, Massachusetts
June 21, 2000