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):  October 21, 2004

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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act 
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

Item 7.01.  Regulation FD Disclosure

On October 21, 2004, Analog Devices, Inc. issued a press release announcing a
revised revenue outlook for the fourth quarter of fiscal year 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.

Item 9.01. Financial Statements and Exhibits

(c)  The following are filed as exhibits to this report:

99.1     Press release dated October 21, 2004


     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:  October 21, 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 October 21, 2004