UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2007


                              Analog Devices, Inc.
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             (Exact name of registrant as specified in its charter)


               Massachusetts              1-7819             04-2348234
               -------------              ------             ----------
       (State or other jurisdiction    (Commission         (IRS Employer
             of incorporation          File Number)     Identification No.)


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

Registrant's telephone number, including area code: (781) 329-4700



- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition On May 22, 2007, Analog Devices, Inc. (the "Registrant") announced its financial results for its fiscal second quarter ended May 5, 2007. The full text of the press release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description - ---------- ----------- 99.1 Press release dated May 22, 2007 SIGNATURE 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 hereunto duly authorized. Date: May 22, 2007 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 Press release dated May 22, 2007

                                                                    Exhibit 99.1

 Analog Devices Announces Financial Results for the Second Quarter of
                           Fiscal Year 2007

    --  Q2 Revenue: $669 million

    --  Q2 Diluted EPS: $0.37 GAAP; $0.40 non-GAAP

    --  Board of Directors declares quarterly dividend of $0.18 per
        share

    --  Financial results for the second quarter and guidance for the
        third quarter of fiscal 2007 will be discussed via conference
        call today at 5:00 pm

    NORWOOD, Mass.--(BUSINESS WIRE)--May 22, 2007--Analog Devices,
Inc. (NYSE: ADI), a global leader in high-performance semiconductors
for signal processing applications, today announced financial results
for the second quarter of fiscal 2007, which ended May 5, 2007.

    Revenue for the second quarter of fiscal 2007 increased to $669
million, an increase of approximately 4% compared to the same period
one year ago. Compared to the immediately prior quarter's product
revenue of $657 million, revenue in the second quarter of fiscal year
2007 increased approximately 2%.

    "ADI had a very good second quarter as the strong demand we began
to see in January continued through the quarter," said Jerald G.
Fishman, President and CEO. "Our results were particularly strong
considering that the second quarter of fiscal 2007 had one less week
than the immediately prior quarter. On a normalized 13-week basis,
order rates from end customers and revenue both grew sequentially by
10%." (ADI follows a 52-week, or 364-day, fiscal calendar which
results in a 14-week quarter approximately every seventh year, as
occurred in the immediately prior quarter.)

    Net income for the second quarter of fiscal 2007, under generally
accepted accounting principles (GAAP), was $125 million, or 19% of
revenue, compared to $146 million for the same period one year ago and
$153 million for the immediately prior quarter.

    The results for the second quarter of fiscal 2007 include the
following items:

    --  $17.4 million of non-cash stock-based compensation expenses
        related to employee stock options, or $0.037 on a diluted
        earnings per share (EPS) basis.

    --  $10.1 million of expenses related to restructuring actions, or
        $0.019 on a diluted EPS basis. Approximately $6.7 million of
        this amount related to the final shutdown of the Company's
        wafer fabrication facility in California.

    --  $2.9 million of expenses related to previously announced
        acquisitions, or $0.006 on a diluted EPS basis.

    --  $19 million received in the settlement of litigation against
        Maxim Integrated Products regarding misappropriation of ADI's
        intellectual property rights, or $0.036 on a diluted EPS
        basis. Of this amount, $8.5 million was for the reimbursement
        of legal expenses included in general and administrative
        expenses and the remaining $10.5 million of the settlement was
        included in non-operating income. None of these amounts were
        included in revenue.

    --  The provision for taxes includes the tax effect of these
        items.

    Together these items represented the $0.03 difference between GAAP
diluted EPS of $0.37 and non-GAAP diluted EPS of $0.40. The
reconciliation of the non-GAAP financial measures presented in this
release to their most directly comparable GAAP measures is provided in
a table below.

    Diluted earnings per share (EPS) for the second quarter of fiscal
2007, on a GAAP basis, was $0.37, compared to $0.39 for the same
period one year ago and $0.44 for the immediately prior quarter.
Non-GAAP diluted EPS for the second quarter of fiscal 2007 was $0.40,
compared to $0.41 for the same period one year ago and $0.40 for the
immediately prior quarter.

    The Board of Directors declared a cash dividend for the second
quarter of fiscal 2007 of $0.18 per outstanding share of common stock.
The dividend will be paid on June 20, 2007 to all shareholders of
record at the close of business on June 1, 2007.

    Gross margin for the second quarter of fiscal 2007, on a GAAP
basis, was $382 million or 57% of sales. In the second quarter of
fiscal 2007, gross margin was reduced by $4.8 million, or 0.8% of
sales, as a result of stock-based compensation expense and
acquisition-related expense. Gross margin declined compared to the
immediately prior quarter primarily as a result of higher sales of
products used in consumer electronics and cellular handsets, which
generally carry slightly lower gross margins than the Company average.
Gross margin was also adversely impacted by the Company's decision to
continue constraining utilization levels within internal manufacturing
facilities to better balance production, demand, and inventory levels.
As a result, inventory declined 1% in the second quarter of fiscal
2007 compared to the immediately prior quarter.

    Operating profit for the second quarter of fiscal 2007, on a GAAP
basis, totaled $132 million, or 19.7% of sales. In the second quarter
of fiscal 2007, operating profit was reduced by $21.9 million, or 3.3%
of sales, as a result of stock-based compensation expense,
restructuring and acquisition-related expenses, partially offset by
the reimbursement of legal expenses from the litigation settlement
described above.

    Net cash provided by operating activities in the second quarter of
fiscal 2007 totaled $239 million, or 35.7% of revenue, compared to
$205 million, or 31.9% of revenue, in the same period one year ago and
compared to $208 million, or 30.1% of total revenue, in the
immediately prior quarter.

    --  Capital expenditures for the second quarter of fiscal year
        2007 totaled $39.7 million.

    --  Cash dividends paid during the second quarter of fiscal 2007
        totaled $59.6 million.

    --  Share repurchases during the second quarter of fiscal 2007 of
        approximately 10.3 million shares of ADI common stock
        (approximately 3% of total shares outstanding) totaled $365
        million.

    --  As of the end of the second quarter of fiscal 2007, the total
        shares repurchased under the program authorized by the Board
        of Directors totaled approximately $2.4 billion and
        represented approximately 19% of the shares outstanding as of
        the beginning of fiscal year 2004.

    --  The share repurchase program had approximately $615 million
        remaining at the end of the second quarter of 2007.

    Balance Sheet

    --  Cash and short-term investments at the end of the second
        quarter of fiscal 2007 totaled approximately $1.8 billion.

    --  Inventory at the end of the second quarter of fiscal 2007
        decreased 1% compared to the immediately prior quarter. Days
        cost of sales in inventory was 121 days at the end of the
        second quarter of fiscal 2007.

    --  Accounts receivable at the end of the second quarter of fiscal
        2007 decreased 4% compared to accounts receivable at the end
        of the immediately prior quarter. Days sales in accounts
        receivable was 45 days in the second quarter of fiscal 2007.

    The tables, "Revenue Trends By End Market" and "Revenue Trends By
Product," provided below, summarize revenue by end market and by
product for the second quarter, immediately prior quarter and year-ago
quarter.

    Outlook for the Third Quarter of Fiscal 2007

    The following statements are based on current expectations. These
statements are forward looking and actual results may differ
materially. These statements supersede all prior statements regarding
business outlook set forth in prior ADI news releases.

    --  Revenue for the third quarter of fiscal 2007 is planned to be
        in the range of $655 to $685 million.

    --  Gross margin for the third quarter of fiscal 2007 is planned
        to be approximately the same as the second quarter, primarily
        as a result of the plan to continue constraining manufacturing
        utilization levels within ADI factories. Manufacturing
        utilization is planned to begin increasing in the fourth
        quarter of fiscal 2007.

    --  Operating expenses are planned to be flat to slightly higher
        in the third quarter of fiscal 2007 compared to the
        immediately prior quarter based on the Company's plan to
        continue increasing R&D spending on new analog products while
        reducing spending in other areas.

    --  Diluted EPS for the third quarter of fiscal 2007, on a GAAP
        basis, is planned to be in the range of $0.33 to $0.37.
        Diluted EPS for the third quarter of fiscal 2007 is expected
        to include approximately $0.04 of various net expenses
        detailed in the Assumptions Used to Estimate Results for the
        Third Quarter Ending August 4, 2007 table provided with this
        release. Non-GAAP diluted EPS is planned to be $0.37 to $0.41.

    Conference Call Scheduled for 5:00

    Mr. Fishman will discuss the second quarter's results and the
near-term outlook via webcast, accessible from www.analog.com, today
beginning at 5:00 pm ET. Investors who prefer to join by telephone may
call 706-634-7193 ten minutes before the call begins and provide the
password "ADI."

    A replay will be available almost immediately after the call. The
replay may be accessed for up to one week by dialing 800-642-1687
(replay only) and providing the conference ID: 8037164 or by visiting
the Investor Relations page on ADI's web site.

    Non-GAAP Financial Information

    This release includes non-GAAP financial measures that are not in
accordance with, or an alternative for, generally accepted accounting
principles and may be different from non-GAAP measures used by other
companies. In addition, these non-GAAP measures are not based on any
comprehensive set of accounting rules or principles.

    Manner in Which Management Uses the Non-GAAP Financial Measures

    Management uses non-GAAP gross margin, non-GAAP operating
expenses, non-GAAP operating income and non-GAAP diluted earnings per
share to evaluate the Company's operating performance against past
periods and to budget and allocate resources in future periods. These
non-GAAP measures also assist management in understanding and
evaluating the underlying baseline operating results and trends in the
Company's business. Our budgets are determined excluding the items
listed below and management's performance is assessed using these
non-GAAP operating metrics. Management has also established employee
and executive profit sharing bonus plans that use non-GAAP operating
income as the metric to determine any bonus payout.

    Economic Substance Behind Management's Decision to Use Non-GAAP
Financial Measures

    The items excluded from the non-GAAP measures were excluded
because they are of a non-recurring or non-cash nature. Tables
reconciling our non-GAAP measures to GAAP measures are provided in
this release.

    The following items are excluded from our Non-GAAP gross margin:

    Non-Recurring Revenue Associated with the License of Certain
Intellectual Property Rights to a Third Party. On November 9, 2006, we
received a one-time, non-recurring payment of $35 million in exchange
for granting a license of certain intellectual property rights to a
third party. This payment increased revenue in the first quarter of
fiscal 2007 by $35 million. We exclude this item and the related tax
effects from our non-GAAP results because it is a one-time item not
associated with the ongoing operations of our business.

    Stock-Based Compensation Related to Employee Stock Options. These
expenses consist of expenses for employee stock options under FAS123R.
We exclude these stock-based compensation expenses and the related tax
effects from our non-GAAP measures primarily because they are non-cash
expenses, which we do not consider when evaluating and managing our
business operations.

    Restructuring-Related Expense. These expenses are incurred in
connection with facility closures and other reorganization efforts.
Apart from ongoing expense savings as a result of such items, these
expenses and the related tax effects have no direct correlation to the
operation of our business in the future.

    Acquisition-Related Expense. We incur in-process research and
development expenses when technological feasibility for acquired
technology has not been established and no future alternative use for
such technology exists. We also incur amortization of purchased
intangible assets in connection with acquisitions. We exclude these
items and the related tax effects primarily because they are non-cash
expenses which we do not consider when evaluating and managing our
business operations.

    The following items are excluded from our Non-GAAP operating
expenses:

    Stock-Based Compensation Related to Employee Stock Options. These
expenses consist of expenses for employee stock options under FAS123R.
We exclude these stock-based compensation expenses and the related tax
effects from our non-GAAP measures primarily because they are non-cash
expenses, which we do not consider when evaluating and managing our
business operations.

    Restructuring-Related Expense. These expenses are incurred in
connection with facility closures and other reorganization efforts.
Apart from ongoing expense savings as a result of such items, these
expenses and the related tax effects have no direct correlation to the
operation of our business in the future.

    Acquisition-Related Expense. We incur in-process research and
development expenses when technological feasibility for acquired
technology has not been established and no future alternative use for
such technology exists. We also incur amortization of purchased
intangible assets in connection with acquisitions. We exclude these
items and the related tax effects primarily because they are non-cash
expenses which we do not consider when evaluating and managing our
business operations.

    Proceeds from the one-time settlement of litigation. In the second
quarter of fiscal 2007, we settled a lawsuit against Maxim Integrated
Products and received a one-time non-recurring payment of $19 million.
A portion of this payment ($8.5 million) was to compensate us for the
legal expenses we incurred during the years 2001 through 2007 in
connection with this lawsuit. As the original legal expenses were
recorded as general and administrative expenses in the income
statement, we recorded the recovery of these legal expenses in the
same line item in our operating expenses. The remaining $10.5 million
was recorded as non-operating income because it is not associated with
the normal operations of our business. We exclude this payment and the
related tax effects from our non-GAAP results because it is a one-time
item not associated with the ongoing operations of our business.

    The following items are excluded from our Non-GAAP operating
income:

    Non-Recurring Revenue Associated with the License of Certain
Intellectual Property Rights to a Third Party. On November 9, 2006, we
received a one-time, non-recurring payment of $35 million in exchange
for granting a license of certain intellectual property rights to a
third party. This payment increased revenue in the first quarter of
fiscal 2007 by $35 million. We exclude this item and the related tax
effects from our non-GAAP results because it is a one-time item not
associated with the ongoing operations of our business.

    Stock-Based Compensation Related to Employee Stock Options. These
expenses consist of expenses for employee stock options under FAS123R.
We exclude these stock-based compensation expenses and the related tax
effects from our non-GAAP measures primarily because they are non-cash
expenses, which we do not consider when evaluating and managing our
business operations.

    Restructuring-Related Expense. These expenses are incurred in
connection with facility closures and other reorganization efforts.
Apart from ongoing expense savings as a result of such items, these
expenses and the related tax effects have no direct correlation to the
operation of our business in the future.

    Acquisition-Related Expense. We incur in-process research and
development expenses when technological feasibility for acquired
technology has not been established and no future alternative use for
such technology exists. We also incur amortization of purchased
intangible assets in connection with acquisitions. We exclude these
items and the related tax effects primarily because they are non-cash
expenses which we do not consider when evaluating and managing our
business operations.

    Proceeds from the one-time settlement of litigation. In the second
quarter of fiscal 2007, we settled a lawsuit against Maxim Integrated
Products and received a one-time non-recurring payment of $19 million.
A portion of this payment ($8.5 million) was to compensate us for the
legal expenses we incurred during the years 2001 through 2007 in
connection with this lawsuit. As the original legal expenses were
recorded as general and administrative expenses in the income
statement, we recorded the recovery of these legal expenses in the
same line item in our operating expenses. The remaining $10.5 million
was recorded as non-operating income because it is not associated with
the normal operations of our business. We exclude this payment and the
related tax effects from our non-GAAP results because it is a one-time
item not associated with the ongoing operations of our business.

    The following items are excluded from our Non-GAAP diluted
earnings per share:

    Non-Recurring Revenue Associated with the License of Certain
Intellectual Property Rights to a Third Party. On November 9, 2006, we
received a one-time, non-recurring payment of $35 million in exchange
for granting a license of certain intellectual property rights to a
third party. This payment increased revenue in the first quarter of
fiscal 2007 by $35 million. We exclude this item and the related tax
effects from our non-GAAP results because it is a one-time item not
associated with the ongoing operations of our business.

    Gain on Sale of Investment. We realized a gain of $8 million in
the first quarter of fiscal 2007 from the sale of a minority
shareholding in a company. We excluded this amount and the related tax
effects because it is a one-time item not associated with our ongoing
operating results.

    Gain on Sale of a Product Line. We realized a gain of $13 million
in the second quarter of fiscal 2006 from the sale of the DSP-based
DSL ASIC and network processor product line. We excluded this amount
and the related tax effects because it is a one-time item not
associated with our ongoing operating results.

    Stock-Based Compensation Related to Employee Stock Options. These
expenses consist of expenses for employee stock options under FAS123R.
We exclude these stock-based compensation expenses and the related tax
effects from our non-GAAP measures primarily because they are non-cash
expenses, which we do not consider when evaluating and managing our
business operations.

    Restructuring-Related Expense. These expenses are incurred in
connection with facility closures and other reorganization efforts.
Apart from ongoing expense savings as a result of such items, these
expenses and the related tax effects have no direct correlation to the
operation of our business in the future.

    Acquisition-Related Expense. We incur in-process research and
development expenses when technological feasibility for acquired
technology has not been established and no future alternative use for
such technology exists. We also incur amortization of purchased
intangible assets in connection with acquisitions. We exclude these
items and the related tax effects primarily because they are non-cash
expenses which we do not consider when evaluating and managing our
business operations.

    Proceeds from the one-time settlement of litigation. In the second
quarter of fiscal 2007, we settled a lawsuit against Maxim Integrated
Products and received a one-time non-recurring payment of $19 million.
A portion of this payment ($8.5 million) was to compensate us for the
legal expenses we incurred during the years 2001 through 2007 in
connection with this lawsuit. As the original legal expenses were
recorded as general and administrative expenses in the income
statement, we recorded the recovery of these legal expenses in the
same line item in our operating expenses. The remaining $10.5 million
was recorded as non-operating income because it is not associated with
the normal operations of our business. We exclude this payment and the
related tax effects from our non-GAAP results because it is a one-time
item not associated with the ongoing operations of our business.

    Tax Savings Associated with Reinstatement of the Federal R&D Tax
Credit. The IRS reinstated the R&D tax credit in December 2006,
retroactive to January 1, 2006. This retroactive reinstatement
resulted in a $10 million income tax savings to the Company in the
first quarter of fiscal 2007. We excluded this income tax savings from
our non-GAAP measures because it is not associated with the income tax
expense on our current operating results.

    Why Management Believes the Non-GAAP Financial Measures Provide
Useful Information to Investors

    Management believes that the presentation of non-GAAP gross
margin, non-GAAP operating expenses, non-GAAP operating income, and
non-GAAP diluted EPS is useful to investors because it provides
investors with the operating results that management uses to manage
the company.

    Material Limitations Associated with Use of the Non-GAAP Financial
Measures

    Analog Devices believes that non-GAAP gross margin, non-GAAP
operating expenses, non-GAAP operating income, and non-GAAP diluted
EPS have material limitations in that they do not reflect all of the
amounts associated with our results of operations as determined in
accordance with GAAP and that these measures should only be used to
evaluate our results of operations in conjunction with the
corresponding GAAP measures. In addition, our non-GAAP measures may
not be comparable to the non-GAAP measures reported by other
companies. The Company's use of non-GAAP measures, and the underlying
methodology in excluding certain items, is not necessarily an
indication of the results of operations that may be expected in the
future, or that the Company will not, in fact, record such items in
future periods.

    Management's Compensation for Limitations of Non-GAAP Financial
Measures

    Management compensates for these material limitations in non-GAAP
gross margin, non-GAAP operating expenses, non-GAAP operating income
and non-GAAP diluted earnings per share by also evaluating our GAAP
results and the reconciliations of our non-GAAP measures to the most
directly comparable GAAP measure. Investors should consider our
non-GAAP financial measures in conjunction with the corresponding GAAP
measures.

    About Analog Devices, Inc.

    Innovation, performance, and excellence are the cultural pillars
on which Analog Devices has built one of the longest standing, highest
growth companies within the technology sector. Acknowledged
industry-wide as the world leader in data conversion and signal
conditioning technology, Analog Devices serves over 60,000 customers,
representing virtually all types of electronic equipment. Celebrating
over 40 years as a leading global manufacturer of high-performance
integrated circuits used in analog and digital signal processing
applications, Analog Devices is headquartered in Norwood,
Massachusetts, with design and manufacturing facilities throughout the
world. Analog Devices' common stock is listed on the New York Stock
Exchange under the ticker "ADI" and is included in the S&P 500 Index.

    Safe harbor statement under the Private Securities Litigation
Reform Act of 1995

    This release may be deemed to contain forward-looking statements,
which are subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, among other things, our statements regarding
expected sales growth, revenue, earnings, operating expenses, gross
margins, and other financial results, and expected increases in
customer demand for our products that are based on our current
expectations, beliefs, assumptions, estimates, forecasts, and
projections about the industry and markets in which Analog Devices
operates. The statements contained in this release are not guarantees
of future performance, are inherently uncertain, involve certain
risks, uncertainties, and assumptions that are difficult to predict,
and do not give effect to the potential impact of any mergers,
acquisitions, divestitures, or business combinations that may be
announced or closed after the date hereof. Therefore, actual outcomes
and results may differ materially from what is expressed in such
forward-looking statements, and such statements should not be relied
upon as representing Analog Devices' expectations or beliefs as of any
date subsequent to the date of this press release. We do not undertake
any obligation to update forward-looking statements made by us.
Important factors that may affect future operating results include the
effects of changes in customer demand for our products and for end
products that incorporate our products, competitive pricing pressures,
unavailability of raw materials or wafer fabrication, assembly and
test capacity, any delay or cancellation of significant customer
orders, any inability to manage inventory to meet customer demand,
changes in geographic, product or customer mix, adverse changes in
economic conditions in the United States and international markets,
adverse results in litigation matters, and other risk factors
described in our most recent Form 10-Q, as filed with the Securities
and Exchange Commission. Our results of operations for the periods
presented in this release are not necessarily indicative of our
operating results for any future periods. Any projections in this
release are based on limited information currently available to Analog
Devices, which is subject to change. Although any such projections and
the factors influencing them will likely change, we will not
necessarily update the information, as we will only provide guidance
at certain points during the year. Such information speaks only as of
the original issuance date of this release.

    Analog Devices and the Analog Devices logo are registered
trademarks or trademarks of Analog Devices, Inc. All other trademarks
mentioned in this document are the property of their respective
owners. The use of the word partner does not imply a partnership
relationship between Analog Devices and any other company.

             Analog Devices, Second Quarter, Fiscal 2007

                    Sales/Earnings Summary (GAAP)
               (In thousands, except per-share amounts)


                                         --------- --------- ---------
                                              Three Months Ended
                                         -----------------------------
                                           2Q 07     1Q 07     2Q 06
                                          May 5,   Feb. 3,   April 29,
                                            2007      2007      2006
                                                     (14
                                                    weeks)*
- ---------------------------------------- --------- --------- ---------
Product Revenue                          $669,132  $656,614  $643,872
   Year-to-year Growth                          4%        6%        7%
   Quarter-to-quarter Growth                    2%        2%        4%
Revenue from one-time licensing of IP           -    35,000         -
- ---------------------------------------- --------- --------- ---------
Total Revenue                            $669,132  $691,614  $643,872
Cost of Sales (1)                         287,494   274,594   263,201
- ---------------------------------------- --------- --------- ---------
Gross Margin                              381,638   417,020   380,671
- ---------------------------------------- --------- --------- ---------
Operating Expenses:
   R&D (1)                                146,686   143,894   131,848
   Selling, Marketing and G&A (1)          93,045   104,681    97,432
   Special Charges                         10,116     5,196         -
- ---------------------------------------- --------- --------- ---------
Operating Income                          131,791   163,249   151,391
Other Income                              (31,092)  (32,302)  (39,225)
- ---------------------------------------- --------- --------- ---------
Income Before Tax                         162,883   195,551   190,616
Provision for Taxes                        37,527    42,543    44,795
Minority Interest                               -       219         -
- ---------------------------------------- --------- --------- ---------
Net Income                               $125,356  $153,227  $145,821
- ---------------------------------------- --------- --------- ---------

Shares used for EPS - Basic               329,988   338,698   364,225
Shares used for EPS - Diluted             338,840   349,208   376,811

Earnings per Share - Basic                  $0.38     $0.45     $0.40
Earnings per Share - Diluted                $0.37     $0.44     $0.39

Dividends paid per share                    $0.18     $0.16     $0.12
- ---------------------------------------- --------- --------- ---------

(1) Includes stock-based compensation expense as
 follows:
       Cost of sales                       $2,672    $2,936      $990
       R&D                                 $8,359    $8,906    $8,543
       Selling, Marketing and G&A          $6,593    $8,215    $7,684

* ADI follows a 52-week, or 364-day, fiscal calendar which results in
 an additional week approximately every seventh year.

             Analog Devices, Second Quarter, Fiscal 2007

              Selected Balance Sheet Information (GAAP)
                            (In thousands)

                                      2Q 07       1Q 07       2Q 06
                                   ----------- ----------- -----------
                                     May 5,      Feb. 3,    April 29,
                                      2007        2007        2006
- ---------------------------------- ----------- ----------- -----------
Cash & Short-term Investments      $1,794,672  $1,953,821  $2,692,796
Accounts Receivable, Net              332,116     344,783     357,880
Inventories (1)                       382,177     385,766     359,420
Other Current Assets                  180,755     152,821     147,380
- ---------------------------------- ----------- ----------- -----------
  Total Current Assets              2,689,720   2,837,191   3,557,476
PP&E, Net                             569,318     564,971     561,538
Investments                            33,636      32,569      30,532
Goodwill and Intangible Assets        310,230     302,860     166,795
Other                                  83,772      86,226      87,006
- ---------------------------------- ----------- ----------- -----------
Total Assets                       $3,686,676  $3,823,817  $4,403,347
- ---------------------------------- ----------- ----------- -----------

Deferred Income-Shipments to
 Distributors                        $154,322    $160,422    $152,864
Other Current Liabilities             393,803     328,083     542,820
Non-Current Liabilities                74,238      74,105      64,732
Stockholders' Equity                3,064,313   3,261,207   3,642,931
- ---------------------------------- ----------- ----------- -----------
Total Liabilities & Equity         $3,686,676  $3,823,817  $4,403,347
- ---------------------------------- ----------- ----------- -----------

(1) includes $3,738, $3,398 and $3,947 related to stock-based
 compensation in 2Q07, 1Q07, and 2Q06 respectively.

             Analog Devices, Second Quarter, Fiscal 2007

                      Cash Flow Statement (GAAP)
                            (In thousands)


                                         --------- --------- ---------
                                              Three Months Ended
                                         -----------------------------
                                           2Q 07     1Q 07     2Q 06
                                         --------- --------- ---------
                                          May 5,   Feb. 3,   April 29,
                                            2007      2007      2006
                                         --------- --------- ---------
Cash flows from operating activities:
  Net Income                             $125,356  $153,227  $145,821
  Adjustments to reconcile net income
     to net cash provided by operations:
       Depreciation                        35,715    35,613    42,687
       Amortization of intangibles          3,259     3,610       404
       Stock-based compensation            17,624    20,057    17,217
       Gain on sale of a product line           -         -   (13,027)
       Excess tax benefit - stock
        options                           (15,027)   (6,467)  (14,736)
       Other non-cash expense                 144       134        23
       Gain on sale of investment               -    (7,919)        -
       Minority interest                        -      (219)        -
       Deferred income taxes               (7,751)    2,433    (4,776)
       Changes in operating assets and
        liabilities                        79,313     7,684    31,526
- ---------------------------------------- --------- --------- ---------
   Total adjustments                      113,277    54,926    59,318
- ---------------------------------------- --------- --------- ---------
Net cash provided by operating
 activities                               238,633   208,153   205,139
- ---------------------------------------- --------- --------- ---------
 Percent of Total Revenue                    35.7%     30.1%     31.9%
- ---------------------------------------- --------- --------- ---------

Cash flows from investing activities:
  Additions to property, plant and
   equipment, net                         (39,661)  (37,726)  (28,822)
  Purchases of short-term available-for-
   sale investments                      (559,933) (646,407) (421,103)
  Maturities of short-term available-
   for-sale investments                   681,645   878,619   441,630
  Proceeds from sale of investment              -     8,003         -
  Proceeds from sale of a product line          -         -    23,070
  Payments for acquisitions, net of cash
   acquired                                (6,000)        -         -
  (Decrease) increase in other assets        (333)      153       330
- ---------------------------------------- --------- --------- ---------
Net cash provided by investing
 activities                                75,718   202,642    15,105
- ---------------------------------------- --------- --------- ---------

Cash flows from financing activities:
  Dividend payments to shareholders       (59,562)  (54,737)  (44,191)
  Repurchase of common stock             (364,590) (333,223) (237,709)
  Net proceeds from employee stock plans   53,762    24,497    20,994
  Excess tax benefit - stock options       15,027     6,467    14,736
- ---------------------------------------- --------- --------- ---------
Net cash used for financing activities   (355,363) (356,996) (246,170)
- ---------------------------------------- --------- --------- ---------
Effect of exchange rate changes on cash     1,053       803       562
- ---------------------------------------- --------- --------- ---------

Net (decrease) increase in cash and cash
 equivalents                              (39,959)   54,602   (25,364)
Cash and cash equivalents at beginning
 of period                                398,549   343,947   427,855
- ---------------------------------------- --------- --------- ---------
Cash and cash equivalents at end of
 period                                  $358,590  $398,549  $402,491
- ---------------------------------------- --------- --------- ---------

             Analog Devices, Second Quarter, Fiscal 2007

                     Revenue Trends by End Market
- ----------------------------------------------------------------------
The categorization of revenue by end market is determined using a
 variety of data points including the technical characteristics of the
 product, the "sold to" customer information, the "ship to" customer
 information and the end customer product or application into which
 our product will be incorporated. As data systems for capturing and
 tracking this data evolve and improve, the categorization of products
 by end market can vary over time. When this occurs we reclassify
 revenue by end market for prior periods. Such reclassifications
 typically do not materially change the sizing, or the underlying
 trends of results within each end market.

                             --------------------- --------- ---------
                                                    Three     Three
                                                    Months    Months
                              Three Months Ended     Ended     Ended
                                  May 5, 2007      February  April 29,
                                                    3, 2007     2006
                                                     (14
                                                    weeks)*
                             -----------------------------------------
                              Revenue     Y/Y Q/Q   Revenue   Revenue
                                       %    %  %*
                             ------------------------------- ---------
Industrial                   $288,955  43%  6% -1% $290,975  $273,065
Communications                188,505  28% -1% 10%  171,685   190,782
Consumer                      136,478  21% 26%  4%  130,626   108,414
Computer                       55,194   8%-23%-13%   63,328    71,611
                             --------------------- --------- ---------
Total Product Revenue        $669,132 100%  4%  2% $656,614  $643,872
                             --------------------- --------- ---------
One-time payment assoc.
    with the licensing of IP        -                35,000         -
                             ---------             --------- ---------
 Total Revenue               $669,132              $691,614  $643,872
                             =========             ========= =========

      Revenue Trends by Product
- --------------------------------------
The following table summarizes revenue by product categories. The
 categorization of our products into broad categories is based on the
 characteristics of the individual products, the specification of the
 products and in some cases the specific uses that certain products
 have within applications. The categorization of products is therefore
 subject to judgment in some cases and can vary over time. In
 instances where products move between product categories we
 reclassify the amounts in the product categories for all prior
 periods. Such reclassifications typically do not materially change
 the sizing, or the underlying trends of results within each product
 category.

                                                    Three     Three
                                                    Months    Months
                              Three Months Ended     Ended     Ended
                                  May 5, 2007      February  April 29,
                                                    3, 2007     2006
                                                     (14
                                                    weeks)*
                             -----------------------------------------
                              Revenue     Y/Y Q/Q   Revenue   Revenue
                                       %    %  %*
                             ------------------------------- ---------
Converters                   $274,673  41%  7%  4% $263,648  $256,471
Amplifiers                    137,187  21%  4%  0%  137,728   131,449
Power management & reference   47,072   7%-14% -8%   51,187    54,993
Other analog                   98,196  14% 37%  5%   93,778    71,592
                             --------------------- --------- ---------
Total analog products        $557,128  83%  8%  2% $546,341  $514,505
                             --------------------- --------- ---------

General purpose DSP            49,447   7% -1%-11%   55,700    50,014
Wireless Chipsets              55,339   8%-18% 18%   46,968    67,742
Other DSP                       7,218   2%-38% -5%    7,605    11,611
                             --------------------- --------- ---------
Total DSP products           $112,004  17%-13%  2% $110,273  $129,367
                             --------------------- --------- ---------
Total Product Revenue        $669,132 100%         $656,614  $643,872
                             --------------------- --------- ---------
One-time payment assoc.
    with the licensing of IP        -                35,000         -
                             ---------             --------- ---------
 Total Revenue               $669,132              $691,614  $643,872
                             =========             ========= =========

* ADI follows a 52-week, or 364-day, fiscal calendar which results in
 an additional week approximately every seventh year.

             Analog Devices, Second Quarter, Fiscal 2007

 Reconciliation from GAAP to Non-GAAP Data (In thousands, except per-
                            share amounts)

Management believes that non-GAAP financial information enhances an
 investor's understanding of the Company's financial and business
 trends relating to its financial condition and results of operations.
 Management uses these non-GAAP measures to evaluate the Company's
 operating performance. See "Non-GAAP Financial Information" in this
 press release for a description of the items excluded from our non-
 GAAP measures.

                                          For the Three Months Ended
                                         -----------------------------
                                          May 5,   Feb. 3,   April 29,
                                            2007      2007      2006
                                                     (14
                                                    weeks)*
                                         --------- -------------------

GAAP Gross Margin                        $381,638  $417,020  $380,671
      Revenue from One-time Licensing of
       IP                                       -   (35,000)        -
      Stock-Based Compensation Expense      2,672     2,936       990
      Restructuring-Related Expense             -         -     5,877
      Acquisition-Related Expense           2,153     2,389         -
                                         --------- --------- ---------
Non-GAAP Gross Margin                    $386,463  $387,345  $387,538
                                         ========= ========= =========
  Percent of Product Revenue                 57.8%     59.0%     60.2%


GAAP Operating Expenses                  $249,847  $253,771  $229,280
      Stock-Based Compensation Expense    (14,720)  (16,967)  (15,966)
      Restructuring-Related Expense       (10,116)   (5,196)        -
      Acquisition-Related Expense            (729)     (729)        -
      Litigation Settlement                 8,500         -         -
                                         --------- --------- ---------
Non-GAAP Operating Expenses              $232,782  $230,879  $213,314
                                         ========= ========= =========
  Percent of Product Revenue                 34.8%     35.2%     33.1%


GAAP Operating Income                    $131,791  $163,249  $151,391
      Revenue from One-time Licensing of
       IP                                       -   (35,000)        -
      Stock-Based Compensation Expense     17,391    19,903    16,956
      Restructuring-Related Expense        10,116     5,196     5,877
      Acquisition-Related Expense           2,882     3,118         -
      Litigation Settlement                (8,500)        -         -
                                         --------- --------- ---------
Non-GAAP Operating Income                $153,680  $156,466  $174,224
                                         ========= ========= =========
  Percent of Product Revenue                 23.0%     23.8%     27.1%


GAAP Diluted Earnings Per Share             $0.37     $0.44     $0.39
      Revenue from One-time Licensing of
       IP                                       -    (0.065)        -
      Stock-Based Compensation Expense      0.037     0.040     0.032
      Restructuring-Related Expense         0.019     0.010     0.010
      Acquisition-Related Expense           0.006     0.023         -
      Gain on Sale of Investment                -    (0.015)        -
      Gain on Sale of a Product Line            -         -    (0.022)
      Impact of the Reinstatement of the
       R&D Tax Credit                           -    (0.028)        -
      Litigation Settlement                (0.036)        -
                                         --------- --------- ---------
Non-GAAP Diluted Earnings Per Share         $0.40     $0.40     $0.41
                                         ========= ========= =========

* ADI follows a 52-week, or 364-day, fiscal calendar which results in
 an additional week approximately every seventh year.

  Assumptions Used to Estimate Results for the Third Quarter Ending
                            August 4, 2007
               (In millions, except per-share amounts)
The following amounts are based on current expectations. These amounts
 are forward looking and actual results may differ materially. These
 amounts supersede all prior amounts regarding business outlook set
 forth in prior ADI news releases.

                                            Estimated Range for Three
                                             Months Ending August 4,
                                                       2007
                                            --------------------------
                                                   Low to High
                                            --------------------------

Product Revenue                                   $655M to $685M

GAAP Gross Margin as a % of Product Revenue Approximately the same as
                                                       Q207
      Stock-Based Compensation Expense                $2.8M
      Acquisition-Related Expense                     $2.0M
Non-GAAP Gross Margin as a % of Product     Approximately the same as
 Revenue                                               Q207

GAAP Operating Expenses                     Approximately the same as
                                                Q207 to up slightly
      Stock-Based Compensation Expense               $15.4M
      Acquisition-Related Expense                     $0.7M
Non-GAAP Operating Expenses                 Approximately the same as
                                                Q207 to up slightly

Estimated tax rate                                  22% to 24%

Non-operating income                            Approximately $20M

GAAP Diluted Earnings Per Share                   $0.33 to $0.37
      Stock-Based Compensation Expense                0.038
      Acquisition-Related Expense                     0.006
                                            --------------------------
Non-GAAP Diluted Earnings Per Share               $0.37 to $0.41
                                            ==========================


    CONTACT: Analog Devices, Inc.
             Maria Tagliaferro, 781-461-3282
             Director of Corporate Communications
             781-461-3491 (fax)
             investor.relations@analog.com