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): December 4, 2007


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


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


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

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



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          (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Departure of Certain Officers On December 4, 2007, Joseph E. McDonough, the Company's Vice President, Finance and Chief Financial Officer, informed the Company of his intention to retire, effective in May 2008. A press release related to Mr. McDonough's retirement is filed as Exhibit 99.1 to this Current Report, and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description - ---------- ----------- 99.1 Press release dated December 4, 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: December 4, 2007 ANALOG DEVICES, INC. By: /s/ Margaret K. Seif ------------------------------------- Margaret K. Seif Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Press release dated December 4, 2007

                                                                    Exhibit 99.1

     Analog Devices Chief Financial Officer to Retire in May 2008

    NORWOOD, Mass.--(BUSINESS WIRE)--Dec. 4, 2007--Analog Devices,
Inc. (NYSE: ADI) today announced that Joseph E. McDonough, the
Company's chief financial officer and vice president of finance, has
advised the Company that he plans to retire in May of 2008 at age 60.
Mr. McDonough will work with the Company to ensure a successful
transition.

    "For the past 24 years, Joe has committed himself to ADI, our
people and our shareholders and his contributions to ADI will endure
far beyond his retirement," said Jerald G. Fishman, ADI president and
CEO. "His enthusiasm, intelligence, and ethics symbolize our culture,
the world-class financial organization that Joe has created, and the
talented finance team here at ADI. In addition, Joe has been a valued
business partner. His thoughtful strategies demonstrated not only his
financial expertise but also his commitment to building sustainable
value by aligning the interests of shareholders, employees, and
customers."

    Mr. McDonough joined ADI in 1983 and has been chief financial
officer since 1991.

    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.

    CONTACT: Analog Devices, Inc.
             Maria Tagliaferro, 781-461-3282