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 *

Cotter Martin

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/19/2016 

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, WW Sales & Dig MKTG /

(Street)

NORWOOD, MA 02062-9106       

(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   64   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)   1/4/2008   (1) 1/4/2017   Comm Stock - $.16-2/3 value   10000.0   $33.41   D    
Non-Qualified Stock Option (right to buy)   1/5/2010   (2) 1/5/2019   Comm Stock - $.16-2/3 value   2800.0   $19.57   D    
Non-Qualified Stock Option (right to buy)   1/5/2011   (3) 1/5/2020   Comm Stock - $.16-2/3 value   8000.0   $31.62   D    
Non-Qualified Stock Option (right to buy)   1/4/2012   (4) 1/4/2021   Comm Stock - $.16-2/3 value   9330.0   $37.52   D    
Non-Qualified Stock Option (right to buy)   3/15/2013   (5) 3/15/2022   Comm Stock - $.16-2/3 value   18380.0   $39.79   D    
Non-Qualified Stock Option (right to buy)   3/12/2014   (6) 3/12/2023   Comm Stock - $.16-2/3 value   17720.0   $46.48   D    
Non-Qualified Stock Option (right to buy)   3/12/2015   (7) 3/12/2024   Comm Stock - $.16-2/3 value   14490.0   $51.73   D    
Non-Qualified Stock Option (right to buy)   3/11/2016   (8) 3/11/2025   Comm Stock - $.16-2/3 value   10750.0   $57.29   D    
Non-Qualified Stock Option (right to buy)   3/9/2017   (9) 3/9/2026   Comm Stock - $.16-2/3 value   8687.0   $54.93   D    
Restricted Stock Unit (RSU)   3/12/2017   (10)   (10) Comm Stock - $.16-2/3 value   2770.0   $0.0   D    
Restricted Stock Unit (RSU)   3/11/2018   (11)   (11) Comm Stock - $.16-2/3 value   2075.0   $0.0   D    
Restricted Stock Unit (RSU)   3/9/2019   (12)   (12) Comm Stock - $.16-2/3 value   2238.0   $0.0   D    

Explanation of Responses:
( 1)  This option vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 4, 2007.
( 2)  This option vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 5, 2009.
( 3)  This option vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 5, 2010.
( 4)  This option vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 4, 2011.
( 5)  This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 15, 2012.
( 6)  This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 12, 2013.
( 7)  This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 12, 2014.
( 8)  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.
( 9)  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.
( 10)  The Restricted Stock Units granted to the reporting person on March 12, 2014 (the "Original Grant Date") vest 100% on the third anniversary of the Original Grant Date. Upon the vesting date, each vested RSU will automatically convert into one (1) share of common stock of the Company.
( 11)  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 will automatically convert into one (1) share of common stock of the Company.
( 12)  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 will automatically convert into one (1) share of common stock of the Company.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cotter Martin
PO BOX 9106
ONE TECHNOLOGY WAY
NORWOOD, MA 02062-9106


SVP, WW Sales & Dig MKTG

Signatures
/s/ Martin Cotter 9/27/2016
** 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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