UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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): November 14, 2005

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

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


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


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


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          (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 1.01.  Entry into a Material Definitive Agreement

On November 14, 2005, Analog Devices, Inc. and Jerald G. Fishman ("Executive")
entered into an Employment Agreement ("Employment Agreement"). Under the
Employment Agreement, the Company has agreed to continue to employ the
Executive, and the Executive has agreed to continue to serve, as President and
Chief Executive Officer of the Company for a term of 5 years. The Employment
Agreement provides for base salary at the Executive's current base salary rate,
subject to future increase by the Compensation Committee, and provides for the
payment of annual bonuses and annual equity incentive awards as determined by
the Compensation Committee. The Employment Agreement also provides for the
establishment of a long-term equity and/or cash retention arrangement for
Executive upon such terms that may be agreed upon by the Executive and the
Compensation Committee. The Employment Agreement provides for severance benefits
if the Executive is terminated without Cause or terminates for Good Reason (as
defined in the Employment Agreement). Mr. Fishman also currently serves on the
Board of Directors of the Company.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits

10.1 Employment Agreement dated November 14, 2005 between Jerald G. Fishman and
Analog Devices, Inc.





                                    SIGNATURE

     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:  November 15, 2005                 ANALOG DEVICES, INC.
                                         By:  /s/ Joseph E. McDonough
                                              -----------------------
                                              Joseph E. McDonough
                                              Vice President-Finance and Chief
                                              Financial Officer
                                              (Principal Financial and 
                                              Accounting Officer)





                                  EXHIBIT INDEX

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

10.1                Employment Agreement dated November 14, 2005 between Jerald
                    G. Fishman and Analog Devices, Inc.