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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 		 
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OMB Number: 3235-0287
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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*
Wessel Thomas
(Last) (First) (Middle)
P.O. BOX 9106
ONE 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)
VP, Worldwide Sales
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2012
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
Comm Stock-$.16-2/3 value 12/19/2012 M 16,222 A $28.02 16,222 D
Comm Stock-$.16-2/3 value 12/19/2012 S 16,222 D $42.332(1) 0.0000 D
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) $28.02 12/19/2012 M 16,222 09/28/2010(2) 09/28/2014 Comm Stock-$.16-2/3 value 16,222 $0.0000 0.0000 D
Explanation of Responses:
1. These shares were disposed of in multiple transactions on December 19, 2012 at actual sales prices ranging from $42.250 to $42.500 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
2. This option vested in equal installments on the first, second and third anniversaries the original grant date, which was September 28, 2009.
Remarks:
wesselpoa.txt
Kevin P. Lanouette, Assistant General Counsel, by Power of Attorney 12/20/2012
** 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, 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) ofthe 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 inconnection 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 this5th day of November, 2012





Signature
/s/ Thomas Wessel



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