WASHINGTON, D.C. 20549


                                    FORM 8-K

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

       Date of Report (Date of earliest event reported): February 12, 2004

                              Analog Devices, Inc.
               (Exact name of registrant as specified in charter)

             Massachusetts                 1-7819                04-2348234
        (State or other juris-           (Commission            (IRS Employer
       diction of incorporation         File Number)         Identification No.)

              One Technology Way, Norwood, MA                  02062
         (Address of principal executive offices)            (Zip Code)

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

          (Former name or former address, if changed since last report)

Item 12.  Results of Operations and Financial Condition

         On February 12, 2004, Analog Devices, Inc. announced its financial
results for the quarter ended January 31, 2004. The full text of the press
release issued in connection with the announcement is attached as Exhibit 99.1
to this Current Report on Form 8-K.

         The information in this Form 8-K and the exhibit attached hereto shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  February 12, 2004                ANALOG DEVICES, INC.

                                        By:  /s/ Joseph E. McDonough
                                             Joseph E. McDonough
                                             Vice President-Finance and Chief
                                             Financial Officer
                                             (Principal Financial and Accounting

                                  EXHIBIT INDEX

Exhibit No.                       Description
----------                        -----------

99.1                              Press release dated February 12, 2004