FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * GIUDICE WILLIAM   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 & GEN MGR, MCRO PROD DIV (Last) (First) (Middle) PO BOX 9106, THREE TECHNOLOGY WAY 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2005 (Street) NORWOOD, MA 020629106 4. If Amendment, Date 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 (City) (State) (Zip) 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               516 (1) D

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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 Underlying Securities (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 of Derivative Security: 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

06/01/2005

A

675

07/30/2005(2)

06/01/2015

Comm Stock-$.16-2/3 value

675

$ 0

675

D

Non-Qualified Stock Option (right to buy)

$ 23.74

02/03/2004(3)

02/03/2013

Comm Stock-$.16-2/3 value

90,000

90,000

D

Non-Qualified Stock Option (right to buy)

$ 37.38

06/02/2005(4)

06/02/2013

Comm Stock-$.16-2/3 value

669

669

D

Non-Qualified Stock Option (right to buy)

$ 45.27

12/10/2006(5)

12/10/2013

Comm Stock-$.16-2/3 value

45,000

45,000

D

Non-Qualified Stock Option (right to buy)

$ 37.7

12/07/2007(5)

12/07/2014

Comm Stock-$.16-2/3 value

65,000

65,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GIUDICE WILLIAM PO BOX 9106 THREE TECHNOLOGY WAY NORWOOD, MA 020629106			VP & GEN MGR, MCRO PROD DIV

Signatures

By: WILLIAM A. MARTIN, Attny In Fact		06/01/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	516 shares acquired through ADI ESPP purchase.
(2)	This is a vesting schedule. 100% vests on 7/30/05.
(3)	This is a vesting schedule. 20% vests one, two, three, four and five years from grant date.
(4)	This is a vesting schedule. 100% vests two years from grant date.
(5)	This is a vesting schedule. 33.33% vests three, four and five years from grant date.

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