Mail Stop 6010
      March 31, 2006

VIA U.S. MAIL AND FACSIMILE (781) 461-3491

Joseph E. McDonough
Chief Financial Officer
Analog Devices, Inc.
One Technology Way
Norwood, MA  02062-9106

      Re:	Analog Devices, Inc.
		Form 10-K for the year ended October 29, 2005
      Filed November 21, 2005
		File No. 001-07819

Dear Mr. McDonough:

      We have reviewed your response dated March 22, 2006 and
filings and have the following comments.  We have limited our
to only your financial statements and related disclosures and do
intend to expand our review to other portions of your documents.
Where indicated, we think you should revise your future filings in
response to these comments.  If you disagree, we will consider
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
our review.  Feel free to call us at the telephone numbers listed
the end of this letter.

Form 10-K for the Fiscal Year Ended October 29, 2005

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies, page 38

s. Stock-Based Compensation, page 47

1. We note your response to our prior comment one.  You state that
during the five day time period prior to your December 6, 2005
grant, 44% of the volume of traded options had a strike price
$1 of the exercise price of the employee stock options, which were
granted at fair market value on the grant date.  Based on the
guidance in Question 3 of SAB Topic 14.D.1, tell us why you should
not use only those traded options that are at or near the money
close to the exercise price of the employee share options to
determine implied volatility.  Please also describe your basis for
using traded options within 15% of the exercise price of the
stock option grant.  In addition, please tell us whether the
volatility would have been materially different had you used only
those traded options within $1 of the exercise price of your
stock options.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
responses to our comments.

	You may contact Kristin Lochhead at (202) 551-3664 or me at
(202) 551-3604 if you have questions.  In this regard, please do
hesitate to contact Brian Cascio, Accounting Branch Chief, at
551-3676 with any other questions.


      Kate Tillan
      Assistant Chief Accountant





Joseph E. McDonough
Analog Devices, Inc.
March 31, 2006
Page 2