<PAGE>   1
      As filed with the Securities and Exchange Commission on June 10, 1998

                                                      Registration No. 333-   

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              ANALOG DEVICES, INC.
             (Exact name of registrant as specified in its charter)

       MASSACHUSETTS                                   04-2348234
       (State or other jurisdiction of              (I.R.S. Employer
       incorporation or organization)             Identification Number)

       ONE TECHNOLOGY WAY
       NORWOOD, MASSACHUSETTS                         02062-9106
       (Address of Principal Executive Offices)       (Zip Code)

                              ANALOG DEVICES, INC.
                 1998 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                             PAUL P. BROUNTAS, ESQ.
                                HALE AND DORR LLP
                                 60 STATE STREET
                           BOSTON, MASSACHUSETTS 02109
                     (Name and address of agent for service)

                                 (617) 526-6000
          (Telephone number, including area code, of agent for service)

================================================================================

<TABLE>
                         CALCULATION OF REGISTRATION FEE

<CAPTION>
                                    Proposed       Proposed        
Title of                            maximum        maximum         
securities          Amount          offering       aggregate        Amount of
to be               to be           price          offering         registration
registered          registered      per share      price            fee
----------          ----------      ---------      -----            ---
                                                                   
<S>                 <C>             <C>            <C>              <C>   
Common Stock,       500,000         $25.25(1)      $12,625,000(1)   $3,725
$.16 2/3 par value                                                
share
</TABLE>
--------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Registrant's
     Common Stock as reported by the New York Stock Exchange on June 9, 1998 in
     accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.


================================================================================
<PAGE>   2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                The information required by Part I of Form S-8 is included in
documents sent or given to participants in the 1998 International Employee Stock
Purchase Plan of Analog Devices, Inc., a Massachusetts corporation (the
"Registrant") pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

                (1) The Registrant's latest annual report filed pursuant to
        Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
        amended (the "Exchange Act"), or the latest prospectus filed pursuant to
        Rule 424(b) under the Securities Act that contains audited financial
        statements for the Registrant's latest fiscal year for which such
        statements have been filed.

                (2) All other reports filed pursuant to Sections 13(a) or 15(d)
        of the Exchange Act since the end of the fiscal year covered by the
        annual report or the prospectus referred to in (1) above.

                (3) The description of the common stock of the Registrant, $.16
        2/3 par value per share (the "Common Stock"), contained in a
        registration statement filed under the Exchange Act, including any
        amendment or report filed for the purpose of updating such description.

                All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.

        Item 4. DESCRIPTION OF SECURITIES

                Not applicable.

        Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

                The validity of the securities hereby registered will be passed
upon by Hale and Dorr LLP, Boston, Massachusetts. Paul P. Brountas, Esq., a
partner of Hale and Dorr LLP, serves as Clerk to the Registrant.

        Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Article 6A of the Registrant's Articles of Organization, as
amended (the "Articles of Organization") provides for indemnification of
directors and officers to the full extent permitted under Massachusetts law.
Section 67 of Chapter 156B of the Massachusetts General Laws provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation and certain other persons serving at the request of the corporation
in related capacities against amounts paid and expenses incurred in connection
with an action or proceeding to which he is or is threatened to be

                                       -2-

<PAGE>   3



made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in the best interests of the
corporation, provided that, no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged not to be entitled to
indemnification under Section 67.

        Article 6A also provides for indemnification of directors and officers
of the Registrant against liabilities and expenses in connection with any legal
proceedings to which they may be made a party or with which they may become
involved or threatened by reason of having been an officer or director of the
Registrant or of any other organization at the request of the Registrant.
Article 6A generally provides that a director or officer of the Registrant (i)
shall be indemnified by the Registrant for all expenses of such legal
proceedings unless he has been adjudicated not to have acted in good faith in
the reasonable belief that his action was in the best interests of the
Registrant, and (ii) shall be indemnified by the Registrant for the expenses,
judgments, fines and amounts paid in settlement and compromise of such
proceedings. No indemnification will be made to cover costs of settlements and
compromises if the Board determines by a majority vote of a quorum consisting of
disinterested directors (or, if such quorum is not obtainable, by a majority of
the disinterested directors of the Registrant), that such settlement or
compromise is not in the best interests of the Registrant.

        Article 6A permits the payment by the Registrant of expenses incurred in
defending a civil or criminal action in advance of its final disposition,
subject to receipt of an undertaking by the indemnified person to repay such
payment if it is ultimately determined that such person is not entitled to
indemnification under the Articles of Organization. No advance may be made if
the Board of Directors determines, by a majority vote of a quorum consisting of
disinterested directors (or, if such quorum is not obtainable, by a majority of
the disinterested directors of the Registrant), that such person did not act in
good faith in the reasonable belief that his action was in the best interest of
the Registrant.

        Article 6D of the Registrant's Articles of Organization provides that to
the full extent permitted under Massachusetts law no director shall be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of a director's duty
of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unauthorized distributions or loans under Section 61 or 62 of
Chapter 156B, or (iv) for any transaction from which the director derived an
improper personal benefit.

        The Registrant has directors and officers liability insurance for the
benefit of its directors and officers.

        Item 7. EXEMPTION FROM REGISTRATION CLAIMED

                Not applicable.

        Item 8. EXHIBITS

                The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.


                                       -3-

<PAGE>   4

        Item 9. UNDERTAKINGS

        1. The Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this Registration Statement:

                (i)     To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                (ii)    To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement; and

                (iii)   To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

        PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the Registration Statement is on Form S-3 or Form S-8, and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
        that are incorporated by reference in the Registration Statement.

                (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be
        a new Registration Statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

                (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       -4-

<PAGE>   5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norwood, Commonwealth of Massachusetts, on this 10th
day of June, 1998.

                                        ANALOG DEVICES, INC.



                                        By: /s/ Jerald G. Fishman
                                            --------------------------
                                            Jerald G. Fishman
                                            President and Chief
                                            Executive Officer


                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Analog Devices, Inc.,
hereby severally constitute and appoint Jerald G. Fishman, Joseph E. McDonough,
Paul P. Brountas and Mark G. Borden and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names, in the capacities indicated below, the Registration Statement
filed herewith, and any and all amendments (including post-effective amendments)
to said Registration Statement (or any other Registration Statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933) and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Analog Devices,
Inc. to comply with the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to any
such Registration Statement and any and all amendments thereto.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

  SIGNATURE                              TITLE                         DATE
  ---------                              -----                         ----
                                 
/s/ Jerald G. Fishman             President, Chief Executive     )
-------------------------------   Officer and Director           ) June 10, 1998
    JERALD G. FISHMAN                                            )              
                                                                 )              
                                                                 
/s/ Ray Stata                     Chairman of the Board          )
-------------------------------   and Director                   ) June 10, 1998
    RAY STATA                                                    )
                                                                 )
                                 
/s/ Joseph E. Mcdonough           Vice President-Finance         )
-------------------------------   and Chief Financial            ) June 10, 1998
    JOSEPH E. MCDONOUGH           Officer                        )              
                                                                 )              
                              
                            
                              
                                       -5-

<PAGE>   6


/s/ John L. Doyle                 Director                      ) June 10, 1998 
-------------------------------                                 ) 
    JOHN L. DOYLE                                               )               
                                                                )               
                                                                )               
                                                                
/s/ Charles O. Holliday, Jr.      Director                      ) June 10, 1998
-------------------------------                                 ) 
    CHARLES O. HOLLIDAY, JR.                                    )          
                                                                )              
                                  
/s/ F. Grant Saviers              Director                      ) June 10, 1998
-------------------------------                                 )  
    F. GRANT SAVIERS                                            )  
                                                                )  
                               
/s/ Joel Moses                    Director                      ) June 10, 1998
-------------------------------                                 ) 
    JOEL MOSES                                                  ) 
                                                                )  
                               
                                  
/s/ Lester C. Thurow              Director                      ) June 10, 1998
-------------------------------                                 ) 
    LESTER C. THUROW                                            ) 
                                                                )  
                               

                                       -6-

<PAGE>   7

                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number    Description
------    -----------

  4.1     Restated Articles of Organization of Analog Devices, Inc., as amended
          (incorporated herein by reference to the Registrant's Form S-8, filed
          on May 30, 1996)
          
  4.2     By-Laws of the Registrant (incorporated herein by reference to the
          Registrant's Form 10-K, filed on January 28, 1998)
          
  4.3     Rights Agreement, as amended, between the Registrant and The First
          National Bank of Boston, as Rights Agent (incorporated herein by
          reference to the Registrant's Form 8 filed on June 27, 1989 amending
          the Registration Statement on Form 8-A relating to Common Stock
          Purchase Rights)
          
  4.4     Analog Devices, Inc. 1998 Stock Option Plan (incorporated herein by
          reference to the Registrant's Definitive Proxy Statement on Schedule
          14A, filed on February 6, 1998)
          
  5.1     Opinion of Hale and Dorr LLP
          
  23.1    Consent of Hale and Dorr LLP (included in Exhibit 5.1)
          
  23.2    Consent of Ernst & Young LLP
          
  24      Power of Attorney (included on the signature page of this Registration
          Statement)
      

                                      -5-
[{"type": "S-8", "sequence": "1", "description": "ANALOG DEVICES", "secsgml_size_bytes": 20195}]
{"company-data": {"conformed-name": "ANALOG DEVICES INC", "cik": "0000006281", "assigned-sic": "3674", "irs-number": "042348234", "state-of-incorporation": "MA", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56529", "film-number": "98645939"}, "business-address": {"street1": "ONE TECHNOLOGY WAY", "city": "NORWOOD", "state": "MA", "zip": "02062", "phone": "6173294700"}}
1
      As filed with the Securities and Exchange Commission on June 10, 1998

                                                      Registration No. 333-   

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              ANALOG DEVICES, INC.
             (Exact name of registrant as specified in its charter)

       MASSACHUSETTS                                   04-2348234
       (State or other jurisdiction of              (I.R.S. Employer
       incorporation or organization)             Identification Number)

       ONE TECHNOLOGY WAY
       NORWOOD, MASSACHUSETTS                         02062-9106
       (Address of Principal Executive Offices)       (Zip Code)

                              ANALOG DEVICES, INC.
                 1998 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                             PAUL P. BROUNTAS, ESQ.
                                HALE AND DORR LLP
                                 60 STATE STREET
                           BOSTON, MASSACHUSETTS 02109
                     (Name and address of agent for service)

                                 (617) 526-6000
          (Telephone number, including area code, of agent for service)

================================================================================

                         CALCULATION OF REGISTRATION FEE
Proposed       Proposed        
Title of                            maximum        maximum         
securities          Amount          offering       aggregate        Amount of
to be               to be           price          offering         registration
registered          registered      per share      price            fee
----------          ----------      ---------      -----            ---
Common Stock,       500,000         $25.25(1)      $12,625,000(1)   $3,725
$.16 2/3 par value                                                
share
--------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Registrant's
     Common Stock as reported by the New York Stock Exchange on June 9, 1998 in
     accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.

================================================================================
2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                The information required by Part I of Form S-8 is included in
documents sent or given to participants in the 1998 International Employee Stock
Purchase Plan of Analog Devices, Inc., a Massachusetts corporation (the
"Registrant") pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

                (1) The Registrant's latest annual report filed pursuant to
        Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
        amended (the "Exchange Act"), or the latest prospectus filed pursuant to
        Rule 424(b) under the Securities Act that contains audited financial
        statements for the Registrant's latest fiscal year for which such
        statements have been filed.

                (2) All other reports filed pursuant to Sections 13(a) or 15(d)
        of the Exchange Act since the end of the fiscal year covered by the
        annual report or the prospectus referred to in (1) above.

                (3) The description of the common stock of the Registrant, $.16
        2/3 par value per share (the "Common Stock"), contained in a
        registration statement filed under the Exchange Act, including any
        amendment or report filed for the purpose of updating such description.

                All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.

        Item 4. DESCRIPTION OF SECURITIES

                Not applicable.

        Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

                The validity of the securities hereby registered will be passed
upon by Hale and Dorr LLP, Boston, Massachusetts. Paul P. Brountas, Esq., a
partner of Hale and Dorr LLP, serves as Clerk to the Registrant.

        Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Article 6A of the Registrant's Articles of Organization, as
amended (the "Articles of Organization") provides for indemnification of
directors and officers to the full extent permitted under Massachusetts law.
Section 67 of Chapter 156B of the Massachusetts General Laws provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation and certain other persons serving at the request of the corporation
in related capacities against amounts paid and expenses incurred in connection
with an action or proceeding to which he is or is threatened to be

                                       -2-
3

made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in the best interests of the
corporation, provided that, no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged not to be entitled to
indemnification under Section 67.

        Article 6A also provides for indemnification of directors and officers
of the Registrant against liabilities and expenses in connection with any legal
proceedings to which they may be made a party or with which they may become
involved or threatened by reason of having been an officer or director of the
Registrant or of any other organization at the request of the Registrant.
Article 6A generally provides that a director or officer of the Registrant (i)
shall be indemnified by the Registrant for all expenses of such legal
proceedings unless he has been adjudicated not to have acted in good faith in
the reasonable belief that his action was in the best interests of the
Registrant, and (ii) shall be indemnified by the Registrant for the expenses,
judgments, fines and amounts paid in settlement and compromise of such
proceedings. No indemnification will be made to cover costs of settlements and
compromises if the Board determines by a majority vote of a quorum consisting of
disinterested directors (or, if such quorum is not obtainable, by a majority of
the disinterested directors of the Registrant), that such settlement or
compromise is not in the best interests of the Registrant.

        Article 6A permits the payment by the Registrant of expenses incurred in
defending a civil or criminal action in advance of its final disposition,
subject to receipt of an undertaking by the indemnified person to repay such
payment if it is ultimately determined that such person is not entitled to
indemnification under the Articles of Organization. No advance may be made if
the Board of Directors determines, by a majority vote of a quorum consisting of
disinterested directors (or, if such quorum is not obtainable, by a majority of
the disinterested directors of the Registrant), that such person did not act in
good faith in the reasonable belief that his action was in the best interest of
the Registrant.

        Article 6D of the Registrant's Articles of Organization provides that to
the full extent permitted under Massachusetts law no director shall be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of a director's duty
of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unauthorized distributions or loans under Section 61 or 62 of
Chapter 156B, or (iv) for any transaction from which the director derived an
improper personal benefit.

        The Registrant has directors and officers liability insurance for the
benefit of its directors and officers.

        Item 7. EXEMPTION FROM REGISTRATION CLAIMED

                Not applicable.

        Item 8. EXHIBITS

                The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

                                       -3-
4

        Item 9. UNDERTAKINGS

        1. The Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this Registration Statement:

                (i)     To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                (ii)    To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement; and

                (iii)   To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

        PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the Registration Statement is on Form S-3 or Form S-8, and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
        that are incorporated by reference in the Registration Statement.

                (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be
        a new Registration Statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

                (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       -4-
5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norwood, Commonwealth of Massachusetts, on this 10th
day of June, 1998.

                                        ANALOG DEVICES, INC.

                                        By: /s/ Jerald G. Fishman
                                            --------------------------
                                            Jerald G. Fishman
                                            President and Chief
                                            Executive Officer

                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Analog Devices, Inc.,
hereby severally constitute and appoint Jerald G. Fishman, Joseph E. McDonough,
Paul P. Brountas and Mark G. Borden and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names, in the capacities indicated below, the Registration Statement
filed herewith, and any and all amendments (including post-effective amendments)
to said Registration Statement (or any other Registration Statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933) and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Analog Devices,
Inc. to comply with the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to any
such Registration Statement and any and all amendments thereto.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

  SIGNATURE                              TITLE                         DATE
  ---------                              -----                         ----
                                 
/s/ Jerald G. Fishman             President, Chief Executive     )
-------------------------------   Officer and Director           ) June 10, 1998
    JERALD G. FISHMAN                                            )              
                                                                 )              
                                                                 
/s/ Ray Stata                     Chairman of the Board          )
-------------------------------   and Director                   ) June 10, 1998
    RAY STATA                                                    )
                                                                 )
                                 
/s/ Joseph E. Mcdonough           Vice President-Finance         )
-------------------------------   and Chief Financial            ) June 10, 1998
    JOSEPH E. MCDONOUGH           Officer                        )              
                                                                 )              
                              
                            
                              
                                       -5-
6

/s/ John L. Doyle                 Director                      ) June 10, 1998 
-------------------------------                                 ) 
    JOHN L. DOYLE                                               )               
                                                                )               
                                                                )               
                                                                
/s/ Charles O. Holliday, Jr.      Director                      ) June 10, 1998
-------------------------------                                 ) 
    CHARLES O. HOLLIDAY, JR.                                    )          
                                                                )              
                                  
/s/ F. Grant Saviers              Director                      ) June 10, 1998
-------------------------------                                 )  
    F. GRANT SAVIERS                                            )  
                                                                )  
                               
/s/ Joel Moses                    Director                      ) June 10, 1998
-------------------------------                                 ) 
    JOEL MOSES                                                  ) 
                                                                )  
                               
                                  
/s/ Lester C. Thurow              Director                      ) June 10, 1998
-------------------------------                                 ) 
    LESTER C. THUROW                                            ) 
                                                                )  
                               

                                       -6-
7

                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number    Description
------    -----------

  4.1     Restated Articles of Organization of Analog Devices, Inc., as amended
          (incorporated herein by reference to the Registrant's Form S-8, filed
          on May 30, 1996)
          
  4.2     By-Laws of the Registrant (incorporated herein by reference to the
          Registrant's Form 10-K, filed on January 28, 1998)
          
  4.3     Rights Agreement, as amended, between the Registrant and The First
          National Bank of Boston, as Rights Agent (incorporated herein by
          reference to the Registrant's Form 8 filed on June 27, 1989 amending
          the Registration Statement on Form 8-A relating to Common Stock
          Purchase Rights)
          
  4.4     Analog Devices, Inc. 1998 Stock Option Plan (incorporated herein by
          reference to the Registrant's Definitive Proxy Statement on Schedule
          14A, filed on February 6, 1998)
          
  5.1     Opinion of Hale and Dorr LLP
          
  23.1    Consent of Hale and Dorr LLP (included in Exhibit 5.1)
          
  23.2    Consent of Ernst & Young LLP
          
  24      Power of Attorney (included on the signature page of this Registration
          Statement)
      

                                      -5-