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 19, 2009

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

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 19, 2009, Analog Devices, Inc. (the “Registrant”) announced its financial results for its fiscal second quarter ended May 2, 2009. 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

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.

EXHIBIT INDEX

Exhibit 99.1

Analog Devices Announces Financial Results for the Second Quarter of Fiscal Year 2009

NORWOOD, Mass.--(BUSINESS WIRE)--May 19, 2009--Analog Devices, Inc. (NYSE: ADI)

• Revenue was $475 million
• Gross margin was 55.1% of revenue
• Diluted EPS from continuing operations was $0.18, which includes a
  $0.03 per share impact from restructuring
• Cash and short-term investments at the end of 2Q09 totaled $1.3 billion
• Board of Directors declared a cash dividend of $0.20 per share
• Financial results will be discussed via conference call today at 5:00 pm

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 2009, which ended May 2, 2009.

Results of Operations for the Second Quarter of Fiscal 2009

The table reconciling the Company’s non-GAAP financial results to GAAP financial results is provided in this release on Schedule F.

• Revenue was $475 million, approximately flat with the immediately prior quarter and a decrease of 27% from the same period one year ago. For more information regarding the breakout of revenue by end market and product type for the second quarter of fiscal 2009, please see Schedules D and E of this document. In addition, a more complete table covering prior periods is available on the Analog Devices Investor Relations web site at: investor.analog.com.
• Gross margin was 55.1% of revenue, compared to 56.4% of revenue in the immediately prior quarter, and 61.0% of revenue in the year-ago period. The sequential decrease in gross margin was primarily due to lower manufacturing utilization and end market revenue mix.
• Restructuring charges of $12 million were recorded in the second quarter of fiscal 2009 as part of the plan to reduce infrastructure expenses across the company.
• Operating expenses were $204 million, a decrease of $46 million, or 18%, from the immediately prior quarter, and a decrease of $35 million, or 15%, from the same period one year ago.
• Excluding restructuring charges, non-GAAP operating expenses were $192 million, a decrease of $16 million, or 8%, compared to the immediately prior quarter, and a decrease of $47 million, or 20%, compared to the same period one year ago.
• Operating income from continuing operations was $58 million, or 12.2% of revenue, compared to $20 million, or 4.1% of revenue, in the immediately prior quarter, and $157 million, or 24.2% of revenue, in the year-ago period.
• Excluding restructuring charges, non-GAAP operating income from continuing operations was $70 million, or 14.7% of revenue, compared to $61 million, or 12.9% of revenue, in the immediately prior quarter, and $157 million, or 24.2% of revenue, in the year-ago period.
• Diluted earnings per share (EPS) from continuing operations was $0.18, compared to $0.08 in the immediately prior quarter, and $0.44 in the year-ago period.
• Excluding restructuring charges, non-GAAP diluted EPS from continuing operations was $0.21, compared to $0.18 in the immediately prior quarter, and $0.44 in the year-ago period.
• Net cash provided by operating activities was $76 million. Capital expenditures were $12 million and cash dividends of $58 million were paid during the second quarter of fiscal 2009.
• Cash and short-term investments at the end of the second quarter of fiscal 2009 totaled approximately $1.3 billion.
• Accounts receivable at the end of the second quarter of fiscal 2009 decreased by approximately $7 million, or 3%, compared to the immediately prior quarter. Days sales outstanding in the second quarter of fiscal 2009 was 44 days, compared to 45 days at the end of the immediately prior quarter.
• Inventory at the end of the second quarter of fiscal 2009 decreased by approximately $16 million, or 5%, compared to the immediately prior quarter. Days in inventory decreased to 130 days at the end of the second quarter of fiscal 2009 from 141 days at the end of the immediately prior quarter.
• The Board of Directors declared a cash dividend of $0.20 per outstanding share of common stock which will be paid on June 17, 2009 to all shareholders of record at the close of business on May 29, 2009.

“ADI’s second quarter results were better than planned as we benefited from increased sales to communications infrastructure and consumer customers and a general abatement of inventory reductions by our customers. In addition, our second quarter expenses were significantly lower than originally planned as we aggressively reduced spending in response to ongoing economic uncertainty,” said President and CEO Jerald G. Fishman. “Despite the challenging environment, our business model continues to allow us to generate solid profits and cash flow as it has done for many years, giving us the flexibility to execute the strategic investment and cost reduction initiatives that we expect will drive significant operating leverage when demand recovers.”

Outlook for the Third Quarter of Fiscal 2009

The following statements are based on current expectations. These statements are forward looking and actual results may differ materially, including as a result of the important factors discussed at the end of this release. These statements supersede all prior statements regarding business outlook set forth in prior ADI news releases.

Regarding the outlook for the third quarter of fiscal 2009, Mr. Fishman stated, “Orders to ADI and our distributors recovered significantly in the second quarter, as customer inventory reductions subsided. Our book-to-bill ratio for the second quarter, as measured by end customer bookings, was slightly above one for the first time since the third quarter of fiscal 2008, and our third quarter opening backlog was up from last quarter. In addition, order levels were stable throughout the second quarter and have remained at these levels through the first two weeks of May. Nevertheless, our lead times remain short and we are still receiving a significant portion of new orders as turns orders, thereby limiting visibility.”

Mr. Fishman continued, “Given these factors, we’re planning for our third quarter revenue to be approximately flat on a sequential basis. We plan to continue to reduce inventories in the third quarter, and to keep very tight control over operating expenses. As a result, we expect gross margins to be approximately 54% to 55%, depending on end market revenue mix and factory utilization, and are planning for operating expenses to remain approximately flat sequentially. In addition, we expect our tax rate to be approximately 21% for the remainder of the fiscal year. As a result, we are planning for diluted EPS from continuing operations for the third quarter to be approximately $0.17 to $0.19.”

Conference Call Scheduled for 5:00 pm ET

Mr. Fishman will discuss the second fiscal quarter’s results and short-term outlook via webcast, accessible at investor.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: 98539131, or by visiting investor.analog.com.

Non-GAAP Financial Information

This release includes non-GAAP financial measures for prior periods that are not in accordance with, nor an alternative to, 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. A table reconciling the Company’s non-GAAP measures to GAAP measures is provided in this release.

Manner in Which Management Uses the Non-GAAP Financial Measures

Management uses 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.

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.

The following item is excluded from our non-GAAP operating expenses, our non-GAAP operating income, and our non-GAAP diluted earnings per share:

Restructuring-Related Expenses. These expenses are incurred in connection with facility closures, consolidation of manufacturing facilities, and other cost reduction 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.

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

Management believes that the presentation of 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 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 operating expenses, non-GAAP operating income, and non-GAAP diluted EPS by also evaluating our GAAP results and the reconciliations of our non-GAAP measures to the most directly comparable GAAP measures. 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.

This release may be deemed to contain forward-looking statements which include, among other things, our statements regarding expected revenue, earnings, operating expenses, gross margins, restructuring charges, and other financial results, expected customer demand for our products, and expected results of our ongoing expense reduction efforts, 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: continuing adversity in economic conditions in the United States and internationally as a result of the ongoing crisis in global credit and financial markets, further erosion of consumer confidence and further declines in customer spending, the effects of declines 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, changes in geographic, product or customer mix, adverse results in litigation matters, and other risk factors described in our most recent filings 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.

CONTACT:
Analog Devices, Inc.
Mindy Kohl, 781-461-3282
Director of Investor Relations
781-461-3491 (fax)
investor.relations@analog.com