<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>b37980ade10-k.txt
<DESCRIPTION>ANALOG DEVICES
<TEXT>

<PAGE> 1

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE FISCAL YEAR ENDED OCTOBER 28, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NO. 1-7819

ANALOG DEVICES, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
MASSACHUSETTS 04-2348234
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

ONE TECHNOLOGY WAY, NORWOOD, MA 02062-9106
(Address of principal executive offices) (Zip Code)
</TABLE>

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<S> <C>
COMMON STOCK $.16 2/3 PAR VALUE NEW YORK STOCK EXCHANGE
Title of Each Class Name of Each Exchange on Which Registered
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $18,099,985,739 based on the closing price of the
Common Stock on the New York Stock Exchange Composite Tape reporting system on
December 31, 2000.

As of December 31, 2000, there were 358,137,276 shares of $0.16 2/3 par
value Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

<TABLE>
<CAPTION>
DOCUMENT DESCRIPTION 10-K PART
-------------------- ---------
<S> <C>
Portions of Annual Report to Shareholders for the fiscal
year ended October 28, 2000 I and II
Portions of the Registrant's Proxy Statement for the Annual
Meeting of Stockholders to be held March 13, 2001 III
</TABLE>

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<PAGE> 2

PART I

ITEM 1. BUSINESS

COMPANY OVERVIEW

We are a world leader in the design, manufacture and marketing of
high-performance analog, mixed-signal and digital signal processing (DSP)
integrated circuits (ICs) used in signal processing applications.

We produce a wide array of products for a variety of customers and markets.
Applications for our products include communications, cellular telephones,
computers and computer peripherals, consumer electronics, automotive
electronics, factory automation, process control and military and space systems.

A growing market for our communications products has emerged due to the
rapid development of broadband and wireless communications infrastructure around
the world combined with the development of the Internet. Our expertise in
combining analog and digital functionality on a single chip has allowed us to
develop products that fulfill the technological challenges of this complex and
rapidly changing market.

Increased interface between users and the PC through monitors, printers,
scanners and audio devices and the increasing need for power and thermal
management capability in PCs have provided us with many opportunities in the
computer market. Our ability to integrate analog, DSP and mixed-signal
functionality on ICs has enabled us to supply many critical high-performance
components required by PC manufacturers.

The acquisition and display of signals combined with the requirement for
digital processing of these signals has allowed us to combine analog and digital
design capability to provide solutions that conform to the rigorous cost, size
and reliability constraints of the consumer electronics market. Examples of
products that incorporate our technology are compact disc players, DVD players
and digital camcorders and cameras.

We serve the industrial market by providing data acquisition systems,
automatic process control systems, robotics, environmental control systems and
automatic test equipment. We also provide products to the instrumentation market
for use in engineering, medical and scientific instruments.

Our products are sold worldwide through a direct sales force, third-party
industrial distributors and independent sales representatives. We have direct
sales offices in 19 countries, including the United States.

We are headquartered near Boston, in Norwood, Massachusetts, and have
manufacturing facilities in Massachusetts, California, North Carolina, Ireland,
the United Kingdom, the Philippines and Taiwan. Founded in 1965, we employ
approximately 9,100 people worldwide. Our stock is listed on the New York Stock
Exchange under the symbol ADI and is included in the Standard & Poor's 500
Index.

INDUSTRY BACKGROUND

Real-world phenomena, such as temperature, pressure, sound, images, speed
and acceleration are inherently analog in nature, consisting of continuously
varying information. This information can be detected and measured using analog
sensors, which represent real-world phenomena by generating continuously varying
voltages and currents. The signals from these sensors are initially processed
using analog methods, such as amplification, filtering and shaping. They are
then usually converted to digital form for storage, display or further
manipulation. The further manipulation of the signals after conversion to
digital form is called "digital signal processing," or DSP. In addition, digital
signals are frequently converted to analog form to provide signals for functions
such as analog display, audio output or control. These manipulations and
transformations are known collectively as "real-world signal processing."

Significant advances in semiconductor technology in recent years have led
to substantial increases in the performance and functionality of ICs used in
signal processing applications. These advances include the ability to combine
analog and digital signal processing capability on a single chip to offer much
more highly integrated solutions. The convergence of computing and
communications requires end products that incorporate state-of-the-art
signal-processing capability with as few chips as possible. Our products are
used as

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components in equipment and systems to achieve higher performance, which
includes higher speed and higher accuracy, and more efficient signal processing,
while minimizing power consumption.

PRINCIPAL PRODUCTS

We are engaged in the design, manufacture and marketing of a broad line of
high-performance ICs that incorporate analog, mixed-signal and digital signal
processing technologies that address a wide range of real-world signal
processing applications. We have a generic list of approximately 2,000 products,
with the highest revenue product accounting for approximately 4% of our revenue
for fiscal 2000. Many of our products are proprietary, while equivalents to
other products are available from a limited number of other suppliers. We also
design, manufacture and market a range of assembled products.

MARKETS AND APPLICATIONS

The following describes some of the characteristics of, and products
supplied to, each of our major markets:

COMMUNICATIONS -- The rapid development of broadband and wireless
communications infrastructure around the world combined with the development of
the Internet has created a rapidly growing market for our products.
Communications technology involves the acquisition of analog signals that are
converted from analog to digital and digital to analog form as they are
processed and transmitted. Our expertise in combining analog and digital
functionality on a single chip has enabled us to develop products that fulfill
the technological challenges of this complex and rapidly expanding market space.
The need for ever higher speed and reduced power consumption, coupled with more
reliable, more bandwidth-efficient communications, is creating increasing demand
for our products which are used in systems that include digital, analog and
mixed-signal processing capability. The products are used in the full spectrum
of signal processing for audio, data, image or video communication. In broadband
and wireless communication applications, our products are incorporated into data
and digital subscriber line (DSL) modems, cellular telephones, base station
equipment and remote access servers. We are also engaged in the development of
micromachined products that may result in all-optical switching elements for use
in optical networks.

COMPUTERS AND COMPUTER PERIPHERALS -- Increased interface between users and
the PC through monitors, printers, scanners and audio devices and the increasing
need for power and thermal management capability in PCs have provided many
opportunities in the computer market. Our ability to integrate analog, DSP and
mixed-signal functionality on ICs has enabled us to supply many high performance
critical components required by PC manufacturers. The computer industry requires
smaller, lighter personal computers, creating increased demand for high
performance ICs to monitor power usage thereby allowing manufacturers to use
smaller batteries and extend battery life between charges. We currently supply a
variety of ICs used in this market for functions such as graphic displays,
interfaces between PCs and peripherals such as modems and printers, power and
battery management, and enhanced audio input and output capability for business
and entertainment applications.

CONSUMER ELECTRONICS -- The acquisition and display of signals combined
with the requirement for digital processing of these signals have allowed us to
combine analog and digital design capability to provide solutions that conform
to the rigorous cost, size and reliability constraints of the consumer
electronics market. The emergence of high-performance consumer products, such as
compact disc players, DVD players and digital camcorders and cameras, has led to
the need for high-performance system-level ICs with a high level of specific
functionality. The addition of monitoring and motor control devices on many
consumer products has also created new opportunities for us.

INDUSTRIAL -- Our industrial market includes data acquisition systems,
automatic process control systems, robotics, environmental control systems and
automatic test equipment. These products generally require ICs that offer
performance greater than that available from commodity-level ICs, but generally
do not have production volumes that warrant custom or application-specific ICs.
Combinations of analog and mixed-signal ICs are usually employed to achieve the
necessary functionality, except in automatic test equipment

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applications where the high level of electronic circuitry required per tester
has created opportunities for the design of system-level ICs.

INSTRUMENTATION -- Our instrumentation market includes engineering, medical
and scientific instruments. These products are usually designed using the
highest performance analog and mixed-signal ICs available, where production
volumes generally do not warrant custom or application-specific ICs.

MILITARY/AEROSPACE -- The military, commercial avionics and space markets
all require high-performance ICs that meet rigorous environmental and
reliability specifications. Nearly all of our analog ICs can be supplied in
versions that meet appropriate military standards. In addition, many products
can be supplied to meet the standards required for broadcast satellites and
other commercial space applications. Most of our products sold in this market
are derived from standard commercial grade ICs, although we sometimes develop
products expressly for military/aerospace applications.

AUTOMOTIVE -- Although the automotive market has historically been served
with low-cost, low-performance ICs, demand has emerged for higher performance
devices for a wide range of applications. In response, we are developing
products specifically for the automotive market. We supply a micromachined IC
used as a crash sensor in airbag systems, which serves as an alternative to an
electromechanical sensor. We believe that other micromachined devices derived
from this product may be suitable for other automotive applications, such as
roll-over sensing, global positioning satellite (GPS) automotive navigation
systems, anti-lock brakes and "smart" suspension systems and other applications
including earthquake detectors and high-end computer joysticks.

RESEARCH AND DEVELOPMENT

The market we serve are characterized by rapid technological changes and
advances. Accordingly, we make substantial investments in the design and
development of new products and processes, and for significant improvement of
existing products and processes. We incurred $401 million during fiscal 2000
related to the design, development and improvement of new and existing products
and processes, compared to $257 million and $219 million during fiscal 1999 and
fiscal 1998, respectively.

In support of our research and development activities, we employ hundreds
of engineers involved in product and process development at several design
centers and manufacturing sites located throughout the world.

As of October 28, 2000, we owned approximately 595 U.S. patents and had 211
patent applications on file with the United States patent office. We believe
that while our patents may provide some advantage, our competitive position is
largely determined by such factors as the knowledge, ability and experience of
our personnel, new product development, market recognition and ongoing marketing
efforts, customer service and technical support.

IC TECHNOLOGY

Analog Technology

Analog IC technology has been the foundation of our business for more than
25 years, and we believe we are one of the world's largest suppliers of analog
ICs. Our analog ICs are primarily high-performance, single-function devices. The
majority of our analog IC product revenue is attributable to sales of data
converters (analog-to-digital and digital-to-analog) and amplifiers. Other
analog IC products offered by us include analog signal processing devices (such
as analog multipliers), voltage references and comparators. Over the past few
years we have been expanding our analog IC product offerings into product areas
where our focus was previously limited, principally interface circuits and power
management ICs. We are also expanding our analog IC product line to include a
much larger number of products designed to operate from single-supply 3 or 5
volt power sources to better meet the needs of customers designing portable
battery-operated equipment.

Our analog IC products tend to be general purpose in nature, which allows
customers to incorporate them in a wide variety of equipment and systems. Our
product portfolio includes several hundred analog ICs, any

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<PAGE> 5

one of which can have as many as several hundred customers. Analog ICs typically
have long product life cycles. Our analog IC customers include both OEMs and
customers who build equipment for their own use. Historically, most analog ICs
have been purchased by OEMs that serve the instrumentation, industrial and
military/aerospace markets, but they are now also being used for applications in
communications, computers, camcorders, scanners, automatic test equipment,
imaging and other consumer applications requiring high-performance real-world
signal processing. By using standard, high-performance, readily available,
off-the-shelf components in their designs, our customers can reduce the time
required to develop and bring new products to market. Given the high cost of
developing customized ICs, analog ICs usually provide the most cost-effective
solutions for low to medium volume applications. In addition, combinations of
analog ICs connected together on a printed circuit board can provide
functionality not currently achievable using a single IC.

Other analog ICs include circuits that are designed to serve the needs of
particularly demanding applications, e.g. very high speed analog timing and pin
driver circuits needed by OEMs in the automatic test equipment business.
Manufacturers of portable instrumentation need analog ICs designed to address
demanding battery life requirements, and need similar kinds of functions
available in analog IC products integrated into a single, very low-power chip.
Other principal requirements can include higher accuracy, lower cost per
function, smaller size, lower weight and fewer components for improved
reliability. These application specific products allow our customers to design
smaller, lighter, higher performance, more power-efficient and lower-cost end
products. We believe that these benefits have become more important to our OEM
customers as they increase their focus on high-performance, small, lightweight
products, many of which are battery-powered.

General Purpose DSP Technology

Our products that include DSP technology are designed to efficiently
execute specialized programs (algorithms) associated with processing digitized
real-time, real-world data. General-purpose DSP IC customers typically write
their own algorithms using software tools provided by us and software tools
obtained from third-party suppliers. All of these devices share a common
architecture which allows system designers to address cost, performance and
time-to-market constraints. We support these products with specialized
applications and easy-to-use, low-cost design tools, which reduce product
development costs and time to market.

Mixed-Signal Technology

Our product range also includes multi-function mixed-signal devices which
incorporate combinations of analog and digital technology. The growing need to
allow user interface with computers and consumer products as well as the
development of communications systems has created new opportunities for these
mixed-signal devices. Examples of these devices include chipsets for
communication applications (GSM cellular phones, remote access servers, data and
fax modems), audio input/output devices and power and thermal management devices
for computer applications and motor control devices.

Micromachined Technology

Our technology base includes a number of new products using an advanced IC
technology known in the industry as surface micromachining. This technology
enables extremely small mechanical structures to be built on the surface of a
chip along with supporting circuitry. In addition to incorporating an electro-
mechanical structure, these devices also have analog circuitry for conditioning
signals obtained from the micromachined sensing element.

Our micromachined products are accelerometers used in a wide variety of
applications. The majority of current revenue from micromachined products is
derived from accelerometers used by automotive manufacturers in airbag
applications. Emerging applications include GPS automobile navigation systems,
earthquake detectors and high-end computer joysticks. We are also engaged in the
development of micromachined products that may result in all-optical switching
elements for use in optical networks.

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General Purpose and Custom Products

Across the entire range of ICs designed and manufactured by us there are
general purpose products and custom products designed for specific applications
for specific customers. In many of the new emerging markets in communications,
computer and consumer products there is a tendency to work with selected large
customers to design application-specific solutions which can combine elements of
analog, digital, mixed-signal and micromachined functionality.

ASSEMBLED PRODUCT TECHNOLOGY

Our assembled products technology includes multi-chip modules (MCMs),
hybrids and printed circuit board modules. An MCM is a device made up of several
IC chips assembled in an automated fashion in a multilayer package that provides
high interconnect density at low cost. A hybrid consists of several chips and
discrete components mounted and wired together on a substrate, which is then
enclosed in a package. A printed-board module consists of surface-mount
components assembled on a small printed board that is then encapsulated in a
small plastic case.

Revenues from this product group have been declining for several years,
primarily because hybrids are being replaced in many new designs with smaller,
lower-cost monolithic ICs that offer higher levels of performance and
integration. Sales of these products have declined to approximately 2% of our
total sales.

SALES CHANNELS

We sell our products in both North America and internationally through a
direct sales force, third-party distributors and independent sales
representatives. Approximately 45% of our fiscal 2000 net sales came from
customers in North America. As of December 1, 2000, we had 13 sales offices in
the United States, and our third-party distribution channel consisted of six
national and regional third-party distributors and several independent sales
representatives at numerous locations throughout the U.S. and Canada.

Approximately 19% of our fiscal 2000 net sales came from sales to customers
in Europe; 14% to customers in Japan; and 22% to customers in other
international markets. As of December 1, 2000, we had direct sales offices in
Australia, Austria, Canada, China, Denmark, France, Germany, Hong Kong, India,
Israel, Italy, Japan, Korea, the Netherlands, Singapore, Sweden, Taiwan and the
United Kingdom. We also had sales representatives and/or distributors in
approximately 40 countries outside North America, including countries where we
also have direct sales offices. For further detail regarding geographic
information, see Note 4 in the Notes to our Consolidated Financial Statements
incorporated herein by reference to the 2000 Annual Report to Shareholders and
filed herewith as part of Exhibit 13.2.

Approximately 40% of our fiscal 2000 revenue was derived from sales made
through distributors. These distributors typically maintain an inventory of our
products. Some of them also sell products competitive with our products,
including those for which we are an alternate source. Sales to certain
distributors are made under agreements which provide protection to the
distributors for their inventory of our products against price reductions and
products that are slow-moving or that we have discontinued.

Our worldwide sales efforts are supported by an extensive promotional
program that includes editorial coverage and paid advertising in trade
publications; direct mail programs; promotional brochures; technical seminars
and participation in trade shows. We publish and distribute full-length
databooks, short-form catalogs, applications guides, technical handbooks and
detailed data sheets for individual products. We also provide product and
application information via our worldwide web site on the Internet and we
started to sell products on the Internet in the fourth quarter of fiscal 1999.
We also maintain a staff of application engineers who aid customers in
incorporating our products into their products during their product development
cycles.

For fiscal 2000, our 20 largest customers accounted for approximately 36%
of our net sales. The largest single customer represented approximately 8% of
net sales.

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PRODUCTION AND RAW MATERIALS

Monolithic integrated circuit components are manufactured in a sequence of
semiconductor production steps that include wafer fabrication, wafer testing,
cutting the wafer into individual "chips" (or dice), assembly of the dice into
packages and electrical testing of the devices in final packaged form. The raw
materials used to manufacture these devices include silicon wafers, processing
chemicals (including liquefied gases), precious metals, ceramic packages and
plastic used for packaging.

We employ a wide variety of Company-developed proprietary processes
specifically tailored for use in fabricating high-performance linear,
mixed-signal and system-level ICs. We also use industry-standard bipolar and
CMOS wafer fabrication processes.

Our IC products are fabricated both at our production facilities and by
third-party wafer fabricators. We rely primarily on our own facilities for
fabricating wafers that require linear and mixed-signal processes. We operate
wafer fabrication facilities in Wilmington and Cambridge, Massachusetts; Santa
Clara and Sunnyvale, California; Belfast, Northern Ireland and Limerick,
Ireland. We also operate assembly and test facilities located in the United
States, Ireland, the Philippines and Taiwan and also use third-party
subcontractors. We have agreements with Taiwan Semiconductor Manufacturing
Company, (TSMC), and Chartered Semiconductor Manufacturing Pte., Ltd., (CSM),
for the production of digital and very large scale integration mixed-signal
devices. To provide access to advanced process technology at competitive costs,
we participated in a joint venture agreement (WaferTech, LLC) with TSMC, Altera,
Integrated Silicon Solutions and several individual investors that built a
fabrication facility for eight-inch wafers in Camas, Washington. Originally we
had an 18% equity ownership in WaferTech. In January 1999, we concluded an
agreement to sell to other WaferTech partners 78% of our equity ownership in
WaferTech for cash equal to our carrying value at October 31, 1998. Subsequent
to our fiscal year ended October 28, 2000 we realized approximately $61 million
from the sale of our remaining interest in WaferTech to TSMC, realizing a net
pretax gain of approximately $28 million.

Hybrid products are manufactured by mounting and connecting together
several integrated circuit chips in a single package. Some of the chips used in
our hybrids are manufactured by us and some are purchased from outside
suppliers. The production process for modular components, subsystems and systems
consists primarily of assembly, packaging and testing. Some of our assembled
products are assembled and tested within our U.S. manufacturing facilities,
while others are assembled and tested at our facilities outside the United
States or by subcontractors, principally in the Far East.

To respond to production capacity requirements, we significantly expanded
our manufacturing capacity over the past several years. Major wafer fabrication
expansions were completed in Wilmington, Massachusetts, Santa Clara, California,
and Limerick, Ireland. Also, in fiscal 2000 we began construction of an
additional assembly and test facility in Cavite, Philippines. We expect that our
capital expenditures for fiscal 2001 will be approximately $450 million.

BACKLOG

Backlog at the end of fiscal 2000 was approximately $1,062 million, up from
approximately $446 million at the end of fiscal 1999. The increase in the
backlog is a result of the rapid increase in demand for our products from the
year earlier period. This is the result of increased demand for our products in
the rapidly growing communications, computer and consumer products markets. In
periods of increased demand there is a tendency towards longer lead times which
has the effect of increasing backlog and, in some instances, we may not have
manufacturing capacity sufficient to fulfill all orders. As is customary in the
semiconductor industry, we include customers' forecast orders in backlog and
allow such orders to be canceled or deliveries delayed by customers without
significant penalty. Accordingly, we believe that our backlog at any time should
not be used as an indication of future revenues.

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GOVERNMENT CONTRACTS

We estimate that approximately 4% of our fiscal 2000 total worldwide
revenue was attributable to sales to the U.S. government and government
contractors and subcontractors. Our government contract related business is
predominantly in the form of negotiated, firm fixed-price subcontracts. All such
contracts and subcontracts contain standard provisions relating to termination
at the election of the United States government.

COMPETITION

We compete with a large number of semiconductor companies in markets that
are highly competitive. We believe we are one of the largest suppliers of
high-performance linear and mixed-signal signal-processing components.
Competitors for our analog, mixed-signal and DSP products include Cirrus Logic
Inc., Harris Corp., Linear Technology Corp., Lucent Technologies Inc., Maxim
Integrated Products, Inc., Motorola Semiconductor Products, National
Semiconductor Corp., Sierra Semiconductor Corp., Siliconix Inc. and Texas
Instruments, Inc. Sales of our micromachined products currently comprise
acceleration sensors, and our main competitors are Bosch, Motorola and Denso,
which use a multichip solution whereas we use a single chip solution that we
believe provides cost, reliability and functional advantages in the marketplace.

Many other companies offer components that compete with our products; some
also offer other electronic products, and some have financial resources
substantially larger than ours. Also, some formerly independent competitors have
been purchased by larger companies. However, to our knowledge, no manufacturer
competes with us across all of the product types offered by us in our
signal-processing components product line.

We believe that competitive performance in the marketplace for real-world
signal-processing components depends upon several factors, including product
price, technical innovation, product quality and reliability, range of products,
customer service and technical support. We believe our aggressive technical
innovation emphasizing product performance and reliability, supported by our
commitment to strong customer service and technical support, enables us to
continue to compete successfully in our chosen markets against both foreign and
domestic semiconductor manufacturers.

ENVIRONMENT

Our manufacturing facilities are subject to numerous environmental laws and
regulations, particularly with respect to industrial waste and emissions.
Compliance with these laws and regulations has not had a material impact on our
capital expenditures, earnings or competitive position.

EMPLOYEES

As of October 28, 2000, we employed approximately 9,100 persons. Our future
success depends in large part on the continued service of our key technical and
senior management personnel, and on our ability to continue to attract, retain
and motivate qualified employees, particularly those highly skilled design,
process and test engineers involved in the manufacture of existing products and
the development of new products and processes. The competition for such
personnel is intense, and the loss of key employees could have a material
adverse effect on us. We believe that relations with our employees are good.

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ITEM 2. PROPERTIES

Our corporate headquarters is located in Norwood, Massachusetts.
Manufacturing and other operations are conducted in several locations worldwide.
The following tables provide certain information about our principal general
offices and manufacturing facilities:

<TABLE>
<CAPTION>
PLANT LOCATION
OWNED: USE FLOOR SPACE
-------------- --------------------------------------------------------- ---------------
<S> <C> <C>
Wilmington, Wafer fabrication, components assembly and testing, 265,200 sq. ft.
Massachusetts engineering and administrative offices
Wilmington, Engineering, marketing and administrative offices 108,000 sq. ft.
Massachusetts
Wilmington, Components engineering, marketing and administrative 65,500 sq. ft.
Massachusetts offices
Westwood, Massachusetts Engineering and administrative offices 100,500 sq. ft.
Limerick, Ireland Wafer fabrication, wafer probe and testing, engineering 315,400 sq. ft.
and administrative offices
Greensboro, North Components and board assembly and testing, engineering 140,600 sq. ft.
Carolina and administrative offices
Cavite, Philippines Components assembly and testing, engineering and 414,000 sq. ft.
administrative offices
Manila, Philippines Components assembly and testing, engineering and 81,300 sq. ft.
administrative offices
</TABLE>

<TABLE>
<CAPTION>
PRINCIPAL
PROPERTIES LEASE
LEASED: USE FLOOR SPACE EXPIRATION RENEWALS
---------- ------------------------------------ --------------- ------------- -----------
(FISCAL YEAR)
<S> <C> <C> <C> <C>
Norwood, Massachusetts Corporate headquarters, engineering, 129,900 sq. ft. 2007 3, five-yr.
components testing, sales and periods
marketing offices
Cambridge, Massachusetts Wafer fabrication, components 116,000 sq. ft. 2001 2, five-yr.
testing and assembly engineering, periods
marketing and administrative offices
Santa Clara, California Wafer fabrication, components 72,800 sq. ft. 2002 3, five-yr.
assembly and testing, engineering periods
and administrative offices
Santa Clara, California Engineering and administrative 43,500 sq. ft. 2002 3, five-yr.
offices periods
Sunnyvale, California Wafer fabrication 38,700 sq. ft. 2005 2, five-yr.
periods
Taipei, Taiwan Components testing, engineering and 45,700 sq. ft. 2001 1, five to
administrative offices seven yr.
period
</TABLE>

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In addition to the principal leased properties listed in the previous
table, we also lease sales offices and other premises at 22 locations in the
United States and 36 locations overseas under operating lease agreements. These
leases expire at various dates through the year 2030. We anticipate no
difficulty in retaining occupancy of any of our manufacturing, office or sales
facilities through lease renewals prior to expiration or through month-to-month
occupancy, or in replacing them with equivalent facilities. For information
concerning our obligations under all operating and capital leases see Note 10 in
the Notes to our Consolidated Financial Statements incorporated herein by
reference to the 2000 Annual Report to Shareholders and filed herewith as part
of Exhibit 13.2.

ITEM 3. LEGAL PROCEEDINGS

The information required by this item is set forth in Note 11 in the Notes
to our Consolidated Financial Statements incorporated herein by reference to the
2000 Annual Report to Shareholders and filed herewith as part of Exhibit 13.2.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our security holders during the last
quarter of the fiscal year ended October 28, 2000.

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EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth (i) the name and age of each present
executive officer; (ii) the position(s) presently held by each person named; and
(iii) the principal occupations held by each person named for at least the past
five years. There is no family relationship among the named officers.

<TABLE>
<CAPTION>
EXECUTIVE OFFICER AGE POSITION(S) BUSINESS EXPERIENCE
----------------- --- -------------------------- ---------------------------------
<S> <C> <C> <C>
Ray Stata......................... 66 Chairman of the Board Chairman of the Board since 1973;
Chief Executive Officer from 1973
to November 1996; President from
1971 to November 1991.
Jerald G. Fishman................. 55 President, Chief Executive Chief Executive Officer since
Officer and Director November 1996; President and
Director since November 1991;
Executive Vice President from
1988 to November 1991; Group Vice
President -- Components from 1982
to 1988.
Ross Brown........................ 56 Vice President, Human Vice President, Human Resources
Resources since May 1993; U.S. Personnel
Manager for Digital Equipment
Corp. from 1990 to 1993; Senior
Group Personnel Manager at
Digital Equipment Corp. from 1986
to 1990.
Samuel H. Fuller.................. 54 Vice President, Research Vice President, Research and
and Development Development since March 1998;
Vice President of Research and
Chief Scientist of Digital
Equipment Corp. from 1983 to
1998.
Russell K. Johnsen................ 46 Vice President and General Vice President and General
Manager, Communications Manager, Communications Products
Products since May 1994; Vice President
and General Manager, Analog
Devices Semiconductor Division
from November 1993 to May 1994;
General Manager of the Wide Area
Networks Division of National
Semiconductor Corp. from 1992 to
1993.
Robert R. Marshall................ 46 Vice President, Worldwide Vice President, Worldwide
Manufacturing Manufacturing since February
1994; Vice President,
Manufacturing, Limerick Site,
Analog Devices, B.V. -- Limerick,
Ireland from November 1991 to
February 1994; Plant Manager,
Analog Devices, B.V. -- Limerick,
Ireland from January 1991 to
November 1991.
</TABLE>

10
<PAGE> 12

<TABLE>
<CAPTION>
EXECUTIVE OFFICER AGE POSITION(S) BUSINESS EXPERIENCE
----------------- --- -------------------------- ---------------------------------
<S> <C> <C> <C>
William A. Martin................. 41 Treasurer Treasurer since March 1993;
Assistant Treasurer from October
1991 to March 1993; Manager of
Treasury Finance from March 1987
to October 1991; Manager of
International Treasury from
October 1985 to March 1987.
Robert McAdam..................... 50 Vice President and General Vice President and General
Manager, Analog Manager, Analog Semiconductor
Semiconductor Components Components since February 1994;
Vice President and General
Manager, Analog Devices,
B.V. -- Limerick, Ireland from
January 1991 to February 1994;
Product Line Manager, Analog
Devices, B.V. -- Limerick,
Ireland from October 1988 to
January 1991.
Brian P. McAloon.................. 50 Vice President, Sales Vice President, Sales since May
1992; Vice President, Sales and
Marketing -- Europe and Southeast
Asia from 1990 to 1992; General
Manager, Analog Devices, B.V. --
Limerick, Ireland from 1987 to
1990.
Joseph E. McDonough............... 53 Vice President, Finance Vice President, Finance and Chief
and Chief Financial Financial Officer since November
Officer 1991; Vice President since 1988
and Treasurer from 1985 to March
1993; Director of Taxes from 1983
to 1985.
Franklin Weigold.................. 61 Vice President and General Vice President and General
Manager, Micromachined Manager, Micromachined Products
Products since November 1999; Vice
President and General Manager,
Transportation and Industrial
Products Division from March 1992
to November 1999; President and
Chief Operating Officer of
Unitrode from June 1990 to March
1992.
</TABLE>

11
<PAGE> 13

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our Common Stock is listed on the New York Stock Exchange ("NYSE") under
the symbol ADI. The table below sets forth the NYSE high and low sale prices of
our Common Stock during the two most recent fiscal years.

<TABLE>
<CAPTION>
FISCAL 2000 FISCAL 1999
---------------- ---------------
PERIOD HIGH LOW HIGH LOW
------ ------- ------ ------ ------
<S> <C> <C> <C> <C>
First Quarter $ 52.63 $27.00 $16.13 $ 9.66
Second Quarter $ 94.69 $43.00 $19.19 $12.19
Third Quarter $100.00 $54.00 $25.50 $17.53
Fourth Quarter $103.00 $56.06 $30.22 $20.81
</TABLE>

We have never paid any cash dividends on our Common Stock and currently
have no intentions to do so.

The approximate number of holders of record of our Common Stock at December
31, 2000 was 4,600. This number does not include shareholders for whom shares
are held in a "nominee" or "street" name.

On February 5, 2000, we issued and delivered an aggregate of 13,568 shares
(equivalent to 27,136 shares after giving effect to the 2-for-1 stock split we
effected on March 15, 2000) of our common stock to three individuals in partial
fulfillment of the payment by us of consideration to the three former
stockholders of White Mountain DSP, Inc., which we acquired on February 5, 1999.
We issued and delivered these shares in reliance upon an exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
(THOUSANDS EXCEPT PER SHARE AMOUNTS) 2000 1999 1998 1997 1996
------------------------------------ ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Statement of Operations data:
Net sales.......................... $2,577,547 $1,450,379 $1,230,571 $1,243,494 $1,193,786
Net income before cumulative effect
of change in accounting
principle....................... 607,132 196,819 119,488 178,219 171,901
Cumulative effect of change in
accounting principle............ -- -- 37,080 -- --
---------- ---------- ---------- ---------- ----------
Net income after cumulative
effective of change in
accounting principle............ $ 607,132 $ 196,819 $ 82,408 $ 178,219 $ 171,901
---------- ---------- ---------- ---------- ----------
Net income per share:
Basic........................... 1.71 0.58 0.26 0.57 0.56
Diluted......................... 1.59 0.55 0.25 0.52 0.52
Pro forma amounts with the change in
accounting principle related to
revenue recognition applied
retroactively:
Net sales.......................... -- -- $1,230,571 $1,214,602 $1,183,186
Net income......................... -- -- 119,488 167,515 168,328
Net income per share:
Basic........................... -- -- 0.37 0.53 0.55
Diluted......................... -- -- 0.36 0.49 0.51
Balance Sheet data:
Total assets....................... $4,411,337 $2,218,354 $1,861,730 $1,763,853 $1,508,272
Long-term debt and non-current
obligations under capital
leases.......................... 1,212,960 16,214 340,758 348,852 353,666
</TABLE>

12
<PAGE> 14

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information required by this item is incorporated herein by reference
to the "Management Analysis" set forth on pages 18 through 25 of the 2000 Annual
Report to Shareholders and is filed herewith as part of Exhibit 13.1.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is incorporated herein by reference
to our 2000 Annual Report to Shareholders under the headings "Financial
Section -- Consolidated Statements of Income, -- Consolidated Balance Sheets,
-- Consolidated Statements of Stockholders' Equity, -- Consolidated Statements
of Cash Flows, -- Notes to Consolidated Financial Statements, -- Report of Ernst
& Young LLP, Independent Auditors and -- Supplementary Financial Information,"
and is filed herewith as Exhibit 13.2.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The response to this item is contained in part under the caption "EXECUTIVE
OFFICERS OF THE COMPANY" in Part I hereof, and the remainder is contained in the
our Proxy Statement for the Annual Meeting of Stockholders to be held on March
13, 2001 (the "2001 Proxy Statement") under the caption "Election of Directors,"
and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The response to this item is contained in our 2001 Proxy Statement under
the captions "Directors' Compensation," "Information About Executive
Compensation," and "Severance and Other Agreements," and is incorporated herein
by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The response to this item is contained in our 2001 Proxy Statement under
the caption "Ownership by Management and Principal Stockholders," and is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The response to this item is contained in our 2001 Proxy Statement under
the caption "Information About Certain Insider Relationships," and is
incorporated herein by reference.

13
<PAGE> 15

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. FINANCIAL STATEMENTS

The following consolidated financial statements are included in our 2000
Annual Report to Shareholders and are incorporated herein by reference pursuant
to Item 8:

-- Consolidated Statements of Income for the years ended October 28, 2000,
October 30, 1999 and October 31, 1998

-- Consolidated Balance Sheets as of October 28, 2000 and October 30, 1999

-- Consolidated Statements of Stockholders' Equity for the years ended
October 28, 2000, October 30, 1999 and October 31, 1998

-- Consolidated Statements of Cash Flows for the years ended October 28,
2000, October 30, 1999 and October 31, 1998

(a) 2. FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statement schedule is included in Item
14(d):

Schedule II -- Valuation and Qualifying Accounts

All other schedules have been omitted since the required information is not
present, or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or the notes thereto.

(a) 3. LISTING OF EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
3.1 Restated Articles of Organization of Analog Devices, Inc.,
as amended, filed as an exhibit to the Company's quarterly
report on Form 10-Q (Commission File No. 1-7819) for the
quarterly period ended January 30, 1999 as filed with the
Commission on March 15, 1999 and incorporated herein by
reference.
3.2 By-laws of Analog Devices, Inc., as amended, filed as an
exhibit to the Company's annual report on Form 10-K
(Commission File No. 1-7819) for the fiscal year ended
November 1, 1997, as filed with the Commission on January
28, 1998 and incorporated herein by reference.
*4.1 Analog Devices, Inc. Deferred Compensation Plan, filed as an
exhibit to a Form S-8 filed on December 8, 1995 and
incorporated herein by reference, as amended by Amendment
No. 1 and Amendment No. 2, filed as Exhibits to
Post-Effective Amendment No. 1 to Form S-8 filed on April
15, 1997, and Amendment No. 3, filed as an Exhibit to
Post-Effective Amendment No. 2 to Form S-8 filed on November
12, 1997.
4.2 Rights Agreement, dated as of March 18, 1998 between Analog
Devices Inc. and BankBoston, N.A., as Rights Agent, filed as
an exhibit and incorporated herein by reference to Analog
Devices Inc.'s Registration Statement on Form 8-K (File No.
001-07819) filed on March 19, 1998, as amended by Amendment
No. 1 filed as an exhibit to the Company's Form 8-K/A (File
No. 001-07819) filed on November 11, 1999 and incorporated
herein by reference.
4.3 Indenture dated October 2, 2000 between Analog Devices, Inc.
and State Street Bank and Trust Company, as Trustee, related
to the Company's 4.75% Convertible Subordinated Notes due
2005, filed as an exhibit to the Company's Form S-3 (File
No. 333-48928) filed with the Commission on October 30,
2000.
4.4 Registration Rights Agreement dated October 2, 2000 by and
between Analog Devices Inc., Goldman, Sachs & Co., SG Cowen
Securities Corporation and Salomon Smith Barney Inc.
relating to the Company's 4.75% Convertible Subordinated
Notes due 2005, filed as an exhibit to the Company's Form
S-3 (File No. 333-48928) filed with the Commission on
October 30, 2000.
*+10.1 Bonus Plan of Analog Devices, Inc.
</TABLE>

14
<PAGE> 16

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
*10.2 1991 Restricted Stock Plan of Analog Devices, Inc., filed as
an exhibit to the Company's Form 10-K for the fiscal year
ended November 1, 1997 and incorporated herein by reference.
*10.3 1998 Stock Option Plan of Analog Devices Inc., filed on
February 6, 1998 as an appendix to the Registrant's
Definitive Proxy Statement on Schedule 14A and incorporated
herein by reference.
*10.4 Restated 1988 Stock Option Plan of Analog Devices, Inc.,
filed as an exhibit to the Company's Form 10-Q for the
fiscal quarter ended May 3, 1997 and incorporated herein by
reference.
*10.5 1989 Director Stock Option Plan of Analog Devices, Inc., as
amended, filed as an exhibit to the Company's Form 10-K for
the fiscal year ended November 2, 1996 and incorporated
herein by reference.
*10.6 1992 Director Option Plan of Analog Devices, Inc., filed as
an exhibit to the Company's Form 10-K for the fiscal year
ended November 1, 1997 and incorporated herein by reference.
*10.7 1994 Director Option Plan of Analog Devices, Inc., as
amended, filed as an exhibit to the Company's Form 10-Q for
the fiscal quarter ended February 1, 1997 and incorporated
herein by reference, as amended by Amendment No. 2, filed as
an exhibit to the Company's Form S-8 (File No. 333-47789)
filed on March 11, 1998 and incorporated herein by
reference.
10.8 Amended and restated lease agreement dated May 1, 1992
between Analog Devices, Inc. and the trustees of Everett
Street Trust relating to the premises at 3 Technology Way,
Norwood, Massachusetts, filed as an exhibit to the Company's
Form 10-K for the fiscal year ended November 1, 1997 and
incorporated herein by reference.
10.9 Guaranty dated as of May 1, 1994 between Analog Devices,
Inc. and Metropolitan Life Insurance Company relating to the
premises at 3 Technology Way, Norwood, Massachusetts, filed
as an exhibit to the Company's Form 10-K for the fiscal year
ended October 30, 1999 and incorporated herein by reference.
10.10 Letter Agreement dated as of May 18, 1994 between Analog
Devices, Inc. and Metropolitan Life Insurance Company
relating to the premises at 3 Technology Way, Norwood,
Massachusetts, filed as an exhibit to the Company's Form
10-K for the fiscal year ended October 30, 1999 and
incorporated herein by reference.
10.11 Reimbursement Agreement dated May 18, 1992 between Analog
Devices, Inc. and the trustees of Everett Street Trust,
filed as an exhibit to the Company's Form 10-K for the
fiscal year ended November 1, 1997 and incorporated herein
by reference.
10.12 Lease agreement dated August 8, 1990 between Precision
Monolithics, Inc. and Bourns, Inc. relating to the premises
at 1525 Comstock Road, Santa Clara, California, filed as an
exhibit to the Company's Form 10-K for the fiscal year ended
November 2, 1996 and incorporated herein by reference.
10.13 Lease amendment dated May 1, 1996 to the Lease Agreement
dated August 8, 1990 between Analog Devices, Inc. and
Bourns, Inc., relating to premises located at 1525 Comstock
Road, Santa Clara, California, filed as an exhibit to the
Company's Form 10-Q for the fiscal quarter ended May 4, 1996
and incorporated herein by reference.
10.14 Lease agreement dated August 8, 1990, as amended, between
Precision Monolithics, Inc. and Bourns, Inc. relating to the
premises at 1500 Space Park Drive, Santa Clara, California,
filed as an exhibit to the Company's Form 10-K for the
fiscal year ended November 2, 1996 and incorporated herein
by reference.
10.15 Lease amendment dated May 1, 1996 to the Lease Agreement
dated August 8, 1990 between Analog Devices, Inc. and
Bourns, Inc., relating to premises located at 1500 Space
Park Drive, Santa Clara, California, filed as an exhibit to
the Company's Form 10-Q for the fiscal quarter ended May 4,
1996 and incorporated herein by reference.
*10.16 Form of Employee Retention Agreement, as amended, filed as
an exhibit to the Company's Form 10-K for the fiscal year
ended November 1, 1997 and incorporated herein by reference.
*10.17 Employee Change in Control Severance Policy of Analog
Devices, Inc., as amended, filed as an exhibit to the
Company's Form 10-K for the fiscal year ended October 30,
1999 and incorporated herein by reference.
*10.18 Senior Management Change in Control Severance Policy of
Analog Devices, Inc., as amended, filed as an exhibit to the
Company's Form 10-K for the fiscal year ended October 30,
1999 and incorporated herein by reference.
</TABLE>

15
<PAGE> 17

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
*+10.19 Letter agreement between Analog Devices Inc. and Jerald G.
Fishman dated June 21, 2000 relating to acceleration of
stock options upon the occurence of certain events.
*10.20 Description of Consulting Arrangement between Analog
Devices, Inc. and John L. Doyle, filed as an exhibit to the
Company's Form 10-K for the fiscal year ended November 2,
1996 and incorporated herein by reference.
10.21 Lease Agreement dated June 16, 1995 between Analog Devices,
Inc. and Ferrari Brothers, relating to the premises at 610
Weddell Drive, Sunnyvale, California, filed as an exhibit to
the Company's Form 10-K for the fiscal year ended November
2, 1996 and incorporated herein by reference.
10.22 Lease amendment dated March 1, 1996 to the Lease Agreement
dated June 16, 1995 between Analog Devices, Inc. and Ferrari
Brothers, relating to premises located at 610 Weddell Drive,
Sunnyvale, California, filed as an exhibit to the Company's
Form 10-Q for the fiscal quarter ended May 4, 1996 and
incorporated herein by reference.
10.23 Lease Agreement dated February 8, 1996 between Analog
Devices, Inc. and Massachusetts Institute of Technology,
relating to premises located at 21 Osborn Street, Cambridge,
Massachusetts, filed as an exhibit to the Company's Form
10-Q for the fiscal quarter ended February 3, 1996 and
incorporated herein by reference.
**10.24 Amended and Restated Limited Liability Company Agreement of
WaferTech, LLC, a Delaware limited liability company, dated
as of August 9, 1996, filed as Exhibit 10.47 to the Form
10-Q of Altera Corporation (File No. 0-16617) for the fiscal
quarter ended June 30, 1996, and incorporated herein by
reference.
**10.25 Purchase Agreement by and between Taiwan Semiconductor
Manufacturing Co., Ltd., as seller and Analog Devices, Inc.,
Altera Corporation and Integrated Silicon Solutions, Inc.,
as buyers dated as of June 25, 1996, filed as Exhibit 10.48
to the Form 10-Q of Altera Corporation (File No. 0-16617)
for the fiscal quarter ended June 30, 1996, and incorporated
herein by reference.
*10.26 Trust Agreement for Deferred Compensation Plan, filed as an
exhibit to the Company's Post Effective Amendment No. 2 to
Form S-3 filed November 12, 1997 and incorporated herein by
reference.
10.27 Lease agreement dated September 19, 1996 between Ren Min
Company Limited and Analog Devices Taiwan, Limited relating
to the premises at Five-Kung-Five Road, Taipei, Taiwan,
filed as an exhibit to the Company's Form 10-K for the
fiscal year ended November 1, 1997 and incorporated herein
by reference.
10.28 BCO Technologies plc Unapproved Share Option Scheme, filed
as an exhibit to the Company's Form S-8 (File No. 333-50092)
filed with the Commission on November 16, 2000 and
incorporated herein by reference.
10.29 BCO Technologies plc Approved Share Option Scheme, filed as
an exhibit to the Company's Form S-8 (File No. 333-50092)
filed with the Commission on November 16, 2000 and
incorporated herein by reference.
+13.1 Management Analysis corresponding to pages 18 through 25 of
the 2000 Annual Report to Shareholders, for the fiscal year
ended October 28, 2000.
+13.2 Financial Statements and Notes thereto, Report of Ernst &
Young LLP, Independent Auditors and Supplementary Financial
Information, corresponding to pages 26 through 51 of the
2000 Annual Report to Shareholders, for the fiscal year
ended October 28, 2000.
+21 Subsidiaries of the Company.
</TABLE>

16
<PAGE> 18

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
+23 Consent of Ernst & Young LLP.
</TABLE>

---------------
+ Filed Herewith.

* Management contracts and compensatory plan or arrangements required to be
filed as an Exhibit pursuant to Item 14(c) of Form 10-K.

** Confidential treatment has been granted as to certain portions of these
Exhibits.

(b) REPORTS ON FORM 8-K

Form 8-K, dated September 26, 2000, reporting the Company had priced a new
issue of $1 billion ($1.2 billion including the over-allotment option) of
Convertible Subordinated Notes due in 2005, which are convertible into shares of
the Company's common stock, $.16 2/3 par value, at a conversion price of $129.78
per share.

17
<PAGE> 19

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

ANALOG DEVICES, INC.
(Registrant)

By: /s/ JERALD G. FISHMAN By: /s/ JOSEPH E. MCDONOUGH
------------------------------------------------ ------------------------------------------------
Jerald G. Fishman Joseph E. McDonough
President, Vice President-Finance
Chief Executive Officer and Chief Financial Officer
and Director (Principal Financial and
(Principal Executive Officer) Accounting Officer)

Date: January 26, 2001 Date: January 26, 2001
</TABLE>

Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ RAY STATA Chairman of the Board January 26, 2001
---------------------------------------------
Ray Stata

/s/ JERALD G. FISHMAN President,Chief Executive Officer January 26, 2001
--------------------------------------------- and Director
Jerald G. Fishman

/s/ JOHN L. DOYLE Director January 26, 2001
---------------------------------------------
John L. Doyle

/s/ CHARLES O. HOLLIDAY Director January 26, 2001
---------------------------------------------
Charles O. Holliday

/s/ JOEL MOSES Director January 26, 2001
---------------------------------------------
Joel Moses

/s/ F. GRANT SAVIERS Director January 26, 2001
---------------------------------------------
F. Grant Saviers

/s/ LESTER C. THUROW Director January 26, 2001
---------------------------------------------
Lester C. Thurow
</TABLE>

18
<PAGE> 20

ANALOG DEVICES, INC.
ANNUAL REPORT ON FORM 10-K
YEAR ENDED OCTOBER 28, 2000
ITEM 14(d)
FINANCIAL STATEMENT SCHEDULE
<PAGE> 21

ANALOG DEVICES, INC.

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

YEARS ENDED OCTOBER 28, 2000, OCTOBER 30, 1999 AND OCTOBER 31, 1998
(THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT ADDITION BALANCE AT
BEGINNING OF CHARGED TO END OF
DESCRIPTION PERIOD INCOME STATEMENT DEDUCTIONS PERIOD
----------- ------------ ---------------- ---------- ----------
<S> <C> <C> <C> <C>
ACCOUNTS RECEIVABLE RESERVES AND ALLOWANCES:
Year ended October 31, 1998..................... $40,007 $3,023 $10,698* $32,332
======= ====== ======= =======
Year ended October 30, 1999..................... $32,332 $ 313 $18,407 $14,238
======= ====== ======= =======
Year ended October 28, 2000..................... $14,238 $5,940 $ 7,022 $13,156
======= ====== ======= =======
</TABLE>

---------------
* Amount reflects reclassification of certain reserves from accounts receivable
to accrued liabilities made in connection with the Company's accounting change
(see Notes 2(n) and 5 to the consolidated financial statements).

S-1
</TEXT>
</DOCUMENT>