WITNESSETH:

                                                                    EXHIBIT 10.3

                   FIRST AMENDMENT TO TRUST AGREEMENT BETWEEN
                      FIDELITY MANAGEMENT TRUST COMPANY AND
                              ANALOG DEVICES, INC.

     THIS FIRST AMENDMENT, dated and effective as of the first day of January,
2005, by and between Fidelity Management Trust Company (the "Trustee") and
Analog Devices, Inc. (the "Sponsor");

                                   WITNESSETH:

     WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust
Agreement dated October 1, 2003 with regard to the Analog Devices, Inc. Deferred
Compensation Plan (the "Plan"); and

     WHEREAS, the Trustee and the Sponsor now desire to amend said Trust
Agreement as provided for in Section 14 thereof;

     NOW THEREFORE, in consideration of the above premises, the Trustee and the
Sponsor hereby amend the Trust Agreement by:

     (1)  Deleting the seventh "Whereas" clause, which reads as follows:

               WHEREAS, the Sponsor (the "Administrator") is the administrator
          of the Plan; and

     (2)  Amending and restating the eighth "Whereas" clause to read as follows:

               WHEREAS, the Trustee is willing to perform recordkeeping and
          administrative services for the Plan if the services are purely
          ministerial in nature and are provided within a framework of plan
          provisions, guidelines and interpretations conveyed in writing to the
          Trustee by the Administrator, as hereinafter defined.

     (3)  Amending and restating paragraph 1(a) to read as follows:

               (a) "Administrator" shall mean the Sponsor.

     (4)  Replacing the term "Named Fiduciary" in the fourth sentence of Section
          5(d) with "Sponsor".

     (5)  Restating the definition of "Change in Control" in Section 16(a), in
          its entirety, as follows:

               (a) Definition. A "Change in Control" means a Change in Control
          Event as defined in the Plan document, which is intended to be
          consistent with Internal Revenue Service Notice 2005-1, as modified
          from time to time.

     Other than the revisions stated above, the remaining provisions of the
Agreement remain in full force and effect.



     IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this First
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.

ANALOG DEVICES, INC.                    FIDELITY MANAGEMENT TRUST COMPANY


By: /s/ Xxxxxx X. XxXxxxxxx             By: /s/ illegible
    ---------------------------------       ------------------------------------
    Xxxxxx X. XxXxxxxxx Date 2/28/05        Its Authorized Signatory Date 3/7/05
    V.P., Finance & CFO


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