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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Yung Robert
(Last) (First) (Middle)
P.O. BOX 9106
THREE TECHNOLOGY WAY
(Street)
NORWOOD MA 02062-9106
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANALOG DEVICES INC [ ADI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President, Strategy & Cor
3. Date of Earliest Transaction (Month/Day/Year)
01/17/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $37.04 01/17/2012 A 46,000 01/17/2013(1) 01/17/2022 Comm Stock-$.16-2/3 value 46,000 $0.0000 46,000 D
Restricted Stock Unit (RSU) $0.0000(2) 01/17/2012 A 11,500 01/17/2015(3) (3) Comm Stock-$.16-2/3 value 11,500 $0.0000 11,500 D
Explanation of Responses:
1. This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 17, 2012.
2. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company. Notwithstanding, the Company may elect, in its sole discretion, to deliver cash in lieu of each share of common stock, in an amount equal to the closing price of the common stock on the NYSE on the vesting date.
3. The Restricted Stock Units granted to the reporting person on January 17, 2012 (the "Original Grant Date") vest 100% on the third anniversary of the Original Grant Date.
Remarks:
yungpoa.txt
Kevin P. Lanouette, Assistant General Counsel, by Power of Attorney 01/19/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Limited Power of Attorney
For Section 16 Reporting Obligations
Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of
Kevin P. Lanouette, William A. Martin, Francis Sarro, Kristin Caplice,
Margaret Seif, Michael Simone,
Rebecca Chang and Mark Devine, signing singly and each acting individually,
as the undersigned's true
and lawful attorney-in-fact with full power and authority as hereinafter
described to:
(1)prepare, execute and file on behalf of the undersigned Form ID in order to
obtain access
codes for the undersigned to permit filing on EDGAR;
(2)prepare, execute and file on behalf of the undersigned all Forms 3, 4 and
5 (including any
amendments thereto) that the undersigned may be required to file with the
United States Securities and
Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of
Analog Devices, Inc. (the "Company"), in accordance with Section 16(a) of the
Securities Exchange Act
of 1934 and the rules thereunder (the "Exchange Act");
(3)seek or obtain, as the undersigned's representative and on the
undersigned's behalf,
information regarding transactions in the Company's securities from any
third party, including brokers,
employee benefit plan administrators and trustees, and the undersigned
hereby authorizes any such person
to release any such information to such attorney-in-fact and approves
and ratifies any such release of
information; and
(4)take any other action of any type whatsoever in connection with the
foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by,
the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and
perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the rights
and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request
of the undersigned, are not assuming or relieving, nor is the Company
assuming or relieving, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange
Act. The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact
assume (i) any liability for the
undersigned's responsibility to comply with the requirement of the
Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements, or (iii)
any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as
of this 21st day of December, 2011.

Robert Yung