FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Henderson Gregory N.

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/15/2017 

3. Issuer Name and Ticker or Trading Symbol

ANALOG DEVICES INC [ADI]

(Last)        (First)        (Middle)

PO BOX 9106, ONE TECHNOLOGY WAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP, Atmtve, Comm, ArSpc & Def /

(Street)

NORWOOD, MA 02062       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Comm Stock - $.16-2/3 value   5543   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   3/11/2016   (1) 3/11/2025   Comm Stock - $.16-2/3 value   9740.0   $57.29   D    
Non-Qualified Stock Option (right to buy)   3/9/2017   (2) 3/9/2026   Comm Stock - $.16-2/3 value   7639.0   $54.93   D    
Non-Qualified Stock Option (right to buy)   3/8/2018   (3) 3/8/2027   Comm Stock - $.16-2/3 value   5865.0   $83.48   D    
Restricted Stock Unit (RSU)   8/15/2017   (4)   (4) Comm Stock - $.16-2/3 value   1315.0   $0.0   D    
Restricted Stock Unit (RSU)   10/3/2017   (5)   (5) Comm Stock - $.16-2/3 value   1824.0   $0.0   D    
Restricted Stock Unit (RSU)   3/3/2018   (6)   (6) Comm Stock - $.16-2/3 value   1052.0   $0.0   D    
Restricted Stock Unit (RSU)   3/11/2018   (7)   (7) Comm Stock - $.16-2/3 value   1880.0   $0.0   D    
Restricted Stock Unit (RSU)   3/9/2019   (8)   (8) Comm Stock - $.16-2/3 value   1968.0   $0.0   D    
Restricted Stock Unit (RSU)   3/8/2020   (9)   (9) Comm Stock - $.16-2/3 value   1284.0   $0.0   D    

Explanation of Responses:
(1)  This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 11, 2015.
(2)  This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 9, 2016.
(3)  This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 8, 2017.
(4)  The Restricted Stock Units granted to the reporting person on August 15, 2014 (the "Original Grant Date") vest 100% on August 15, 2017. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
(5)  The Restricted Stock Units granted to the reporting person on July 25, 2014 (the "Original Grant Date") vest 100% on October 3, 2017. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
(6)  The Restricted Stock Units granted to the reporting person on July 25, 2014 (the "Original Grant Date") vest 100% on March 3, 2018. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
(7)  The Restricted Stock Units granted to the reporting person on March 11, 2015 (the "Original Grant Date") vest 100% on the third anniversary of the Original Grant Date. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
(8)  The Restricted Stock Units granted to the reporting person on March 9, 2016 (the "Original Grant Date") vest 100% on the third anniversary of the Original Grant Date. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
(9)  The Restricted Stock Units granted to the reporting person on March 8, 2017 (the "Original Grant Date") vest 100% on the third anniversary of the Original Grant Date. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Henderson Gregory N.
PO BOX 9106
ONE TECHNOLOGY WAY
NORWOOD, MA 02062


SVP, Atmtve, Comm, ArSpc & Def

Signatures
/s/ Gregory N. Henderson 6/19/2017
** 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 5(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 control number.
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