WASHINGTON, D.C. 20549

                                  FORM 8-K/A
                                AMENDMENT NO. 1

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES AND EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported) - December 13, 2000

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

                (State or other jurisdiction of incorporation)

        1-7819                                          04-2348234
    ---------------                                  ----------------
 (Commission File No.)                        (IRS Employer Identification No.)

One Technology Way, Norwood, Massachusetts                         02062-9106
- ------------------------------------------                         ----------
 (Address of principal executive offices)                          (Zip Code)

                                (718) 329-4700
              Registrant's telephone number, including area code

                                Not Applicable
         (Former name or former address, if changed since last report)

 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

                                 (c)  Exhibits.

Exhibit No.                             Description
- -----------    ----------------------------------------------------------------
   99.1              Selected Consolidated Financial Data (previously filed)

   99.2                       Description of Capital Stock



   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.

       Date: December 13, 2000                        ANALOG DEVICES, INC.

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


                                 EXHIBIT INDEX

 Exhibit No.                         Description
- -------------  ---------------------------------------------------------------

    99.1               Selected Consolidated Financial Data (previously filed)

    99.2                   Description of Capital Stock


                                                                    Exhibit 99.2

                          DESCRIPTION OF CAPITAL STOCK

   We are authorized to issue up to 600,000,000 shares of common stock, par
value $.16 2/3 per share, and 471,934 shares of preferred stock, par value
$1.00 per share.

Common Stock

   As of October 28, 2000, there were 357,923,824 shares of our common stock
outstanding that were held of record by approximately 4,358 stockholders.

   Holders of our common stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock are entitled to receive ratably
any dividends that may be declared by the Board of Directors out of funds
legally available therefor, subject to any preferential dividend rights of
outstanding preferred stock. In the event of our liquidation, dissolution or
winding up, the holders of common stock are entitled to share ratably in our
net assets available after the payment of all debts and other liabilities and
subject to the prior rights of any outstanding preferred stock. Holders of the
common stock have no preemptive, subscription, redemption or conversion rights.
The outstanding shares of common stock are fully paid and nonassessable. The
rights, preferences and privileges of holders of common stock are subject to,
and may be adversely affected by, the rights of the holders of shares of any
series of preferred stock which we may designate and issue in the future. There
are no shares of preferred stock outstanding.

Preferred Stock

   Our Board of Directors is authorized, subject to some limitations prescribed
by law, without further stockholder approval to issue from time to time up to
an aggregate of 471,934 shares of preferred stock in one or more series and to
fix or alter the designations, preferences, rights and any qualifications,
limitations or restrictions of the shares of each series, including the
dividend rights, dividend rates, conversion rights, voting rights, terms of
redemption (including sinking fund provisions), redemption price or prices,
liquidation preferences and the number of shares constituting any series or
designation of that series. The issuance of preferred stock may have the effect
of delaying, deferring or preventing a change of control of Analog. An aggregate
of 300,000 shares of preferred stock have been designated as Series A Junior
Participating Preferred Stock for issuance in connection with our Stockholder
Rights Plan. See "Stockholder Rights Plan" below. We have no present plans to
issue any shares of preferred stock.

Massachusetts Law and Certain Provisions of Our Restated Articles of
Organization and By-Laws

   Because we have more than 200 stockholders of record, we are subject to
Chapter 110F of the Massachusetts General Laws, an anti-takeover law. In
general, this statute prohibits a publicly held Massachusetts corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
becomes an interested stockholder, unless

  . the interested stockholder obtains the approval of the Board of Directors
    prior to becoming an interested stockholder,

  . the interested stockholder acquires 90% of the outstanding voting stock
    of the corporation (excluding shares held by some affiliates of the
    corporation) at the time it becomes an interested stockholder, or

  . the business combination is approved by both the Board of Directors and
    the holders of two-thirds of the outstanding voting stock of the
    corporation (excluding shares held by the interested stockholder).

   An "interested stockholder" is a person who, together with affiliates and
associates, owns (or at any time within the prior three years did own) 5% or
more of the outstanding voting stock of the corporation. A "business
combination" includes a merger, a stock or asset sale, and some other
transactions resulting in a financial benefit to the interested stockholders.

   Massachusetts General Laws Chapter 156B, Section 50A generally requires that
a publicly-held Massachusetts corporation have a classified board of directors
consisting of three classes as nearly equal in size as possible, unless the
corporation elects to opt out of the statute's coverage. Our By-Laws contain
provisions which give effect to Section 50A.

   Our By-Laws include a provision excluding us from the applicability of
Massachusetts General Laws Chapter 110D, entitled "Regulation of Control Share
Acquisitions". In general, this statute provides that any stockholder of a
corporation subject to this statute who acquires 20% or more of the outstanding
voting stock of a corporation may not vote that stock unless the stockholders
of the corporation so authorize. The Board of Directors may amend our By-Laws
at any time to subject us to this statute prospectively.

   Our Restated Articles of Organization, as amended, provide that we shall
indemnify our directors and officers to the fullest extent authorized by
Massachusetts law, as it now exists or may in the future be amended, against
all liabilities and expenses incurred in connection with service for us or on
our behalf. In addition, the Articles of Organization provide that our
directors will not be personally liable for monetary damages to us for breaches
of their fiduciary duty as directors, unless they violated their duty of
loyalty to us or our stockholders, acted in bad faith, knowingly or
intentionally violated the law, authorized illegal dividends or redemptions or
derived an improper personal benefit from their action as directors. This
provision does not eliminate director liability under federal securities laws
or preclude non-monetary relief under state law.

Stockholder Rights Plan

   In March 1998, the Board of Directors adopted a Stockholder Rights Plan that
replaced a plan adopted by the Board in 1988. Pursuant to the Stockholder Rights
Plan, each share of common stock has an associated one-half of a right. Under
certain circumstances, each whole right would entitle the registered holder to
purchase from us one one-thousandth share of Series A Junior Participating
Preferred Stock at a purchase price of $180 in cash, subject to adjustment.

   The rights are not exercisable and cannot be transferred separately from the
common stock until ten business days (or such later date as may be determined
by the Board of Directors) after

  . the public announcement that a person or group of affiliated or
    associated persons has acquired (or obtained rights to acquire)
    beneficial ownership of 15% or more of our common stock or

  . the commencement of a tender offer or exchange offer that would result in
    a person or group beneficially owning 20% or more of the outstanding
    common stock.

If and when the rights become exercisable, each holder of a right shall have
the right to receive, upon exercise, that number of common stock (or in certain
circumstances, cash, property or other of our securities) that equals the
exercise price of the right divided by 50% of the current market price (as
defined in the Stockholder Rights Plan) per share of common stock at the date of
the occurrence of the event. In the event at any time after any person becomes
an acquiring person,

  .  we are consolidated with, or merged with and into, another entity and we
     are not the surviving entity of the consolidation or merger or if we are
     the surviving entity, shares of our outstanding common stock are changed
     or exchanged for stock or securities or cash or any other property, or

  . 50% or more of our assets or earning power is sold or transferred,

each holder of a right shall thereafter have the right to receive upon exercise
that number of shares of common stock of the acquiring company that equals the
exercise price of the right divided by 50% of the current market price of the
common stock at the date of the occurrence of the event.

   The rights have anti-takeover effects, in that they would cause substantial
dilution to a person or group that attempts to acquire a significant interest
in our stock on terms not approved by the Board of Directors. The rights expire
on March 17, 2008 but may be redeemed by us for $.001 per right at any time
prior to the tenth day following a person's acquisition of 15% or more of our
then outstanding common stock. So long as the rights are not separately
transferable, each new share of common stock issued will have one-half of a
right associated with it.