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                                                                   EXHIBIT 10.31

ANALOG DEVICES, INC. CODE OF BUSINESS CONDUCT AND ETHICS

TO ALL EMPLOYEES:

We all face choices in our jobs every day. The purpose of this Code of Business
Conduct and Ethics (the "Code") is to help you make the right choices -- those
that will help maintain the integrity and reputation of Analog Devices (ADI).

ADI expects honest and ethical conduct from all its personnel. Good ethics are
good business. Whether you work in manufacturing, finance, engineering,
marketing, sales or in an administrative or executive function, you should
consider yourself a guardian of ADI's good name. The trust and respect of all
stakeholders -- co-workers, customers, shareholders, suppliers, our communities
and the general public -- are assets that cannot be purchased and can only be
sustained through our continued vigilance. Only by maintaining the highest
ethical standards can we preserve, and grow, these crucial relationships.

This Code is based on ethical guidelines that have been in place for years at
ADI. Ethical business practices have been and will continue to be the foundation
of all ADI policies and procedures.

Of course, no code of business conduct and ethics can replace the thoughtful
behavior of an ethical director, officer or employee. However, this Code is
intended to help you focus on areas of ethical risk, provide you with guidance,
help you recognize and deal with ethical issues, provide ways for you to report
unethical conduct, and enlist your help in fostering a culture of honesty and
accountability here at ADI.

I encourage you to review this information and to familiarize yourself with the
standards we expect to achieve at ADI.

Jerald G. Fishman
President & Chief Executive Officer
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ABOUT THIS CODE OF BUSINESS CONDUCT AND ETHICS

THIS CODE OF BUSINESS CONDUCT AND ETHICS APPLIES TO ALL

This Code of Business Conduct and Ethics (the "Code") applies to everyone who
works for ADI, including its subsidiaries. This includes the Chief Executive
Officer, the Chief Financial Officer, members of the board of directors, other
senior financial, business and technical management, and every employee.

OUR OPEN DOOR

ADI has an open door policy to hear from you about issues that may arise under
this Code and about any violations of any law, rule or regulation. You may bring
these issues to your supervisor or you may contact your Human Resources
department or ADI's legal counsel. We hope that your involvement in this process
will be a positive experience for you and ADI as we work together to prevent or
eliminate any unethical or illegal practices that you bring to ADI's attention.
While it is the company's desire to address matters internally, nothing in this
Code should discourage you from reporting any illegal activity or any violation
of law, rule or regulation to the appropriate governmental authority. Employees
who in good faith assist ADI in identifying or investigating violations or
suspected violations of law, rule, regulation or this Code will not be subject
to any retaliation by ADI or its employees.

ADI's legal counsel can be reached by fax, mail or email at:

         Analog Devices, Inc.
         Legal Department, Confidential
         One Technology Way, PO Box 9106
         Norwood, MA 02062

         Fax: 781-461-3491

         Email: William.Wise@analog.com

In addition, ADI has established a toll-free phone line- 1-800-xxx-xxxx, where
you can speak to a person about any issue under this Code or any actual or
suspected violations of any law, rule or regulation. While we prefer that you
identify yourself when reporting, you can also decline to identify yourself if
you wish.

CONCERNS REGARDING ACCOUNTING OR AUDITING MATTERS

Employees with concerns regarding questionable accounting or auditing matters or
complaints regarding accounting, internal accounting controls or auditing
matters may confidentially, and anonymously if they wish, submit such concerns
or complaints in writing to ADI's legal counsel or may use the toll-free phone
line shown above under "About this Code of Business Conduct and Ethics - Our
Open Door." All such complaints will be forwarded to the Audit Committee of the
Board of Directors. Such complaints will be forwarded promptly, except that any
complaint
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determined to be without merit by both ADI's legal counsel and internal auditor
may instead be reported at the next regularly scheduled meeting of the Audit
Committee. The Audit Committee will evaluate the merits of any complaints
received and authorize such follow-up actions, if any, as it deems necessary or
appropriate to address the substance of the complaint. ADI will not discipline,
discriminate against or retaliate against any employee who reports a complaint
or concern in good faith.
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ETHICS IN THE MARKETPLACE

ADI's reputation for integrity in all aspects of business is a priceless asset.
Our promotional literature must protect and enhance this image by providing
complete and unambiguous performance information regarding ADI's products.
Statements regarding ADI's products and offerings, and those of our competitors,
must be based on factual data and avoid deliberately misleading information.

These principles of truthfulness and integrity apply equally to verbal
discussions with customers. ADI employees must never disparage our competitors
or their products to customers. Comparative presentations of ADI's products
versus those of competitors' must be based on factual engineering analysis. ADI
employees should also not reveal to outside parties any information that might
affect prices.

Our customers are not naive. Product interest created by misleading or
untruthful statements will ultimately work to the company's disadvantage. Our
actions can serve to either enhance or damage ADI's reputation and it is the
responsibility of each employee to always represent the company with the
greatest possible integrity.

RECIPROCAL DEALINGS

It is ADI's policy to sell its products and services by meeting customers'
needs, rather than by using its purchasing power as a weapon. ADI does not
require its vendors to buy from ADI under any manner of coercion, either
expressed or implied. Similarly, ADI selects its vendors solely on the basis of
their superior ability to service our needs. The fact that a potential vendor
may be a large customer of ADI must not be a factor in the consideration of that
vendor.

OPEN AND FAIR COMPETITION

It is unlawful in the United States and many other countries to collaborate with
competitors or anyone representing them for the purposes of establishing or
maintaining prices, division of markets or customers, group boycotts or
restraining trade. It is also unlawful to collaborate with competitors or anyone
representing them to restrain competition in other ways such as restricting
production or agreeing not to do business with specific customers. ADI and its
employees fully and unreservedly comply with the laws of the United States
including, but not limited to, the laws associated with export of commodities,
antitrust laws and the laws of the states and countries where ADI does business.
Accordingly, it is unlawful to discuss prices with competitors under any
circumstances other than those in connection with legitimate sales or purchase
transactions. Employees who are involved in trade associations and professional
groups should be vigilant that discussions in these forums do not violate
ethical or legal standards. If you have doubts as to whether a contemplated
action may have the effect of restraining competition, you should consult ADI's
legal counsel.
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REASONABLE ESTIMATES

Many employees are responsible for providing prices, cost and expense estimates
to government procurement personnel, taxing authorities and audit agencies, as
well as to other customers and suppliers. Similar estimates are also used daily
in ADI's internal operations. Estimates should be reasonable and based upon
known facts, or upon the estimator's plausible and honest judgment in the
absence of facts.

Government regulations often exist that govern development of estimates. These
regulations may allow for judgment and interpretation of costs and allocation of
costs by the estimator as a basis for price negotiation. ADI's policy is to
ensure that price estimates will provide a fair profit, taking into account
various factors such as risk, technical innovation and product demand.

FAIR DEALING GENERALLY

In general, each employee should deal fairly with the company's customers,
suppliers, competitors and employees. Statements regarding the company's
products and services should not be intentionally deceptive or fraudulent. None
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any other
unfair-dealing practice.

COMPLIANCE WITH APPLICABLE LAWS

ADI expects that all officers, members of the board of directors, and employees
(and sales representatives, consultants, vendors and customers engaged in
business activities with ADI) in the course of their services for ADI will
comply with the law, including all applicable statutes, rules and regulations.
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ETHICS WITH PROPRIETARY INFORMATION

ADI's trade secrets, proprietary information and most other internal information
are valuable assets. Protection of this information is vital for ADI's continued
growth and competitiveness. Under the laws of most countries, a trade secret is
treated as property, usually in the form of information, knowledge or know-how.
The possession of a trade secret gives the owner some advantage over competitors
who do not possess the information. A trade secret must not be publicly known.
But it does not need to be patentable subject matter to qualify as a trade
secret.

Except when disclosure is legally mandated (and then only to the extent required
by law), our obligations regarding proprietary and trade secret information of
ADI are:

1. Not to disclose this information to persons or organizations outside of ADI,
such as in conversations with visitors, suppliers or family;

2. Not to use trade secrets for our own benefit or for the profit or benefit of
persons or organizations outside ADI, and;

3. To only disclose this information to other ADI employees on a "need to know"
or "need to use" basis and then only with a positive statement that the
information is an ADI trade secret.

ADI's trade secret and proprietary information is not always of a technical
nature. Typical trade secret information includes ADI's strategic, business,
marketing, financial and product plans; divisional and departmental sales,
profits and any unpublished financial or pricing information; yields, designs,
efficiencies and capacities of ADI's production facilities, methods and systems;
employee rosters; customer and vendor lists and detailed information regarding
customer requirements, preferences, business habits and plans. This list, while
not complete, suggests the wide scope and variety of ADI's proprietary
information that needs to be safeguarded.

A person leaving the employment of ADI has an obligation to protect ADI's trade
secrets and proprietary information until the information becomes publicly
available or until ADI no longer considers it a trade secret or proprietary. You
should also remember that correspondence, printed matter, documents or records
of any kind, describing specific process knowledge, procedures, special ADI ways
of doing things, whether classified or not, are all the property of and must
remain at ADI. Of course, personal skills acquired or improved on the job are
personal assets of the individual.

INFORMATION FROM OUTSIDE ADI

It is ADI's policy and practice to respect trade secrets of other companies and
individuals. Never reveal to any person at ADI any information that you believe
is a trade secret, whether it belongs to a former employer, customer or
supplier. If you have questions about what constitutes a trade secret, consult
the company's legal counsel for guidance.

It is ADI's policy to refuse to receive or consider any information regarding
trade secrets, such as ideas, inventions, patent applications that are submitted
from companies or individuals outside
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ADI without the prior written approval of ADI's patent counsel. It is also ADI's
policy that software licensed by the company should not be used in any manner
inconsistent with ADI's rights and the vendor's rights as described in the
licensing agreements.
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ETHICS IN THE STOCK MARKET

Occasionally we have information about ADI that is not known to the investing
public, such as bookings levels, prospects for sales or profitability,
acquisitions, new product line development, specific technological achievements,
major financial problems at a division, etc. Until disclosure to the public
takes place, employees with knowledge of material information, and their
immediate families, have a two-fold responsibility under U.S. law and Securities
and Exchange Commission (SEC) rules:

1. They cannot buy or sell ADI's stock until after the material information has
been released to the public, and;

2. They cannot disclose the information to others who might use it to their
advantage in buying or selling ADI stock until after it has been released to the
public.

If, in the course of their jobs, employees of ADI learn of material non-public
information from another company, they may be considered an insider of that
company and be subject to trading restrictions for that company's stock. Insider
trading is both unethical and illegal, and will be dealt with decisively. If a
question arises concerning whether or not information is material or if the
information has been released to the public, please consult the company's legal
counsel.

Short sale or derivative transactions may have the potential of placing an
employee's personal financial concerns in direct conflict with the concerns of
ADI since short sale and derivative transactions are much more valuable if ADI
stock declines in value. Employees should consider whether engaging in short
sale or derivative transactions could adversely influence, or create the
appearance of adversely influencing, judgments, decisions or actions in meeting
responsibilities to ADI.

Officers and members of the board of directors of the company and certain other
employees who have access to financial information have additional restrictions
on their freedom to purchase and sell stock, including a prohibition against
"short-swing trading" or "selling short" or "trading options." These trading
restraints are imposed by Section 16(b) of the Securities Exchange Act and SEC
rules. In addition, officers, members of the board of directors and certain
other employees may not buy and sell the company's stock during the ADI-imposed
non-trading period. If you have questions about restrictions on stock trading,
please contact ADI's legal counsel.

For a more detailed discussion of these policies, please see the company's
Insider Trading Policy, which is available at
http://www-corp.analog.com/company/policy/stocktra.shtml on ADI's Intranet.

FAIR AND ACCURATE FILINGS

ADI has an obligation to make full, fair, accurate, timely and understandable
disclosures in the reports and documents filed with, or submitted to, the SEC,
as well as in other public
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communications. Employees involved in the creation, assembly and approval of
these reports and documents should, at all times, discharge their duties
consistently with this obligation.

ACCURACY OF BOOKS AND RECORDS

Employees, officers and directors must honestly and accurately report all
business transactions. You are responsible for the accuracy of your records,
time sheets and reports. Accurate information is essential to ADI's ability to
meet legal and regulatory obligations.

All company books, records and accounts must accurately reflect the true nature
of the transactions they record. The financial statements of the company shall
conform to generally accepted accounting rules and the company's accounting
policies. No undisclosed or unrecorded account or fund shall be established for
any purpose. No false or misleading entries shall be made in the company's books
or records for any reason, and no disbursement of corporate funds or other
corporate property shall be made without adequate supporting documentation or
for any purpose other than as described in the documents. If you believe that
the company's books and records are not being maintained in accordance with
these requirements, you should report the matter to your supervisor or ADI's
legal counsel.

RELEASE OF COMPANY INFORMATION

All requests for information from the media, market professionals (i.e.,
securities analysts, institutional investors, investment advisers, broker and
dealers) and holders of securities of ADI should be directed to the Director of
Corporate Communications.
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ETHICS WITH ADI PROPERTY AND OPPORTUNITIES

The equipment, tools, materials and supplies with which we accomplish our jobs
have been purchased for a specific purpose. Unauthorized removal or purposeful
misapplication or waste of these items places an unnecessary financial burden on
ADI, handicapping the company's ability to operate profitably and may be a
violation of criminal law.

All employees, officers and directors should seek to protect the company's
assets. Theft, carelessness and waste have a direct impact on ADI's
profitability. All company assets should be used only for the legitimate
business purposes of ADI.

You should not take for yourself personally business or financial opportunities
that are discovered through the use of ADI's property or information or your
position at ADI. These opportunities belong to ADI. You should never use ADI's
property or information for personal gain or the personal benefit of anyone
else.
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ETHICS WITH ADI TECHNOLOGY RESOURCES

The use of technology resources including e-mail, voice mail, Internet and
Intranet access to generate and communicate business-related data has become
central to our business. ADI provides technology resources to help employees
accomplish job responsibilities, achieve business objectives and otherwise
further our collective success. At the same time, we cannot ignore the reality
that technology resources in the workplace raise serious concerns about the
accuracy, security and control of company information, including confidential
and proprietary matters. This is especially true because electronic
communications tend to be more immediate and informal than traditional
paper-based communications and because passwords and delete functions create an
illusion of privacy, control and confidentiality. Usage of ADI technology
resources thus must be ethical and in full compliance with ADI's technology
resources policy. ADI's policy may be found at:
http://www-corp.analog.com/company/policy/technology/.
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ETHICS WITH GIFTS AND ENTERTAINMENT

It is ADI's policy that you or members of your immediate family may not give or
accept gifts if such gifts would influence or appear to influence business
decisions or judgments by our customers, competitors, suppliers of others doing
business with ADI. Employees of ADI may not accept gifts from anyone with whom
ADI does business, other than promotional items of limited value and infrequent
business entertainment that is modest and clearly intended to serve legitimate
business goals. Employees of ADI must not solicit gifts from anyone with whom we
do business. Similarly, employees of ADI may not offer gifts to employees of
customers, competitors, suppliers or others doing business with ADI, except for
promotional items of limited value and business entertainment meeting the
standards set forth above. Common sense and moderation should prevail in
entertaining customers or others on behalf of ADI. In addition, employees should
make sure that all gifts and entertainment expenses are properly recorded in
ADI's records and accounts. If you have any questions about the appropriateness
of a specific gift or entertainment activity, you should discuss it with your
supervisor or ADI's legal counsel.
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ETHICS WITH CONFLICT OF INTEREST

GENERAL POLICY

Employees, officers and directors must act in the best interests of ADI. You
must refrain from engaging in any activity or having a personal interest that
presents a "conflict of interest." A conflict of interest occurs when your
private interest interferes, or appears to interfere, with the interests of ADI.
A conflict of interest can arise whenever you, as an officer, director or
employee, take action or have interests that prevent you from performing your
ADI duties and responsibilities honestly, objectively and effectively.

For example:

         -        No employee, officer or director shall perform services as a
                  consultant, employee, officer or director of a significant and
                  direct competitor of ADI, other than services performed at the
                  request of the Company; and

         -        No employee, officer or director shall use his or her position
                  with ADI to influence a transaction with a supplier or
                  customer in which such person has any personal interest, other
                  than a financial interest representing less than one percent
                  (1%) of the outstanding shares of a publicly-held company.

It is your responsibility to disclose any material transaction or relationship
that reasonably could be expected to give rise to a conflict of interest to
ADI's legal counsel or, if you are an officer or director, to the Board of
Directors, which shall be responsible for determining whether such transaction
or relationship constitutes a conflict of interest.

LOANS TO EXECUTIVE OFFICERS AND DIRECTORS

ADI will not, directly or indirectly, extend or maintain credit, or arrange for
an extension of credit, in the form of a personal loan to or for any executive
officer or director.
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ETHICS IN GOVERNMENT RELATIONS

ADI's products are frequently purchased by agencies of state and national
governments and are used in equipment that is purchased by these agencies. Our
policy is to seek our fair share of this business solely on the basis of
superior price, performance, reliability, delivery or customer service versus
our competitors.

It is ADI's policy to prohibit the payment or gift, whether made directly or
indirectly, of corporate funds or other assets to any political party or
committee, to any candidate for public office and to any official or employee of
any local, state or federal government agency of the United States or of any
foreign country in which we do business. The prohibition of payments shall apply
to employees or persons acting on behalf of ADI, its divisions and its
subsidiaries. It also extends to any payment or gift granted to a third party,
whether it be an individual or a corporation, in which there is an understanding
or presumption that part of or all of the payment or gift may ultimately be paid
to any political party or committee, candidate for public office, governmental
official or employee. This policy does not prohibit infrequent modest business
meals or infrequent modest entertainment that is permitted by law and meets the
criteria of ADI's policy on gifts and entertainment.
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ETHICS WITH WORKPLACE SAFETY AND NATURAL RESOURCES

It is ADI's policy to conduct its business in compliance with all applicable
laws, regulations and standards regarding workplace safety and the preservation
of our natural resources. It is the responsibility of all employees of ADI to
ensure that all ADI policies, procedures and guidelines regarding workplace
safety and the preservation of our natural resources are fully implemented and
observed. Unsafe conditions in the workplace and conditions that endanger our
employees or other parties, or endanger the quality of our air, water or land,
will not be tolerated. ADI managers have a responsibility to be vigilant about
preserving safe working conditions and our environment. In turn, managers also
have a responsibility to correct the situation and restore safe working and
environmental conditions in a timely manner. Each ADI facility has developed
specific site guidelines to implement this corporate policy. You may consult the
appropriate ADI facility health and safety manager with respect to any safety or
environmental issue. In the event of uncertainty regarding workplace safety or
the preservation of our natural resources, please consult ADI's legal counsel.
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COMPLIANCE

IF ISSUES OR QUESTIONS ARISE

If you become aware of any violation or suspected violation of this Code by any
person, you have a right and a responsibility to point it out promptly to ADI's
legal counsel or your supervisor.

If you are asked to depart from this Code, whether by your supervisor, another
employee or anyone else, you have a right and a responsibility to seek
clarification and/or guidance as to the propriety of the actions in question
from ADI's legal counsel.

ACCOUNTABILITY

The company has assigned to ADI's legal counsel overall accountability for
tracking and responding to issues and questions relating to, and reported
violations of, this Code. If ADI's legal counsel receives information regarding
an alleged violation of this Code, he or such other person authorized by the
board of directors to investigate alleged violations of this Code shall, as
appropriate, (a) evaluate such information, (b) if the alleged violation
involves an executive officer or a member of the board of directors, inform the
Chief Executive Officer and board of directors of the alleged violation, (c)
determine whether it is necessary to conduct an inquiry or investigation and, if
so, conduct such inquiry or investigation as he deems to be appropriate and (d)
report the results of such inquiry or investigation (if any), together with a
recommendation as to disposition of the matter, to the appropriate executive
officer or member(s) of the board of directors for action, or if the alleged
violation involves an executive officer or a member of the board of directors,
report the results of such inquiry or investigation to the board of directors.
Employees, officers and members of the board of directors are expected to
cooperate fully with any inquiry or investigation by the company regarding an
alleged violation of this Code. Failure to cooperate with any such inquiry or
investigation may result in disciplinary action, up to and including discharge.

CONSEQUENCES OF VIOLATION OF THE CODE

ADI's policy is to take prompt and consistent action to enforce this Code.
Depending on the seriousness of the violation and the other relevant
circumstances, violations of this Code may result in warnings, reprimands,
demotion, suspension, dismissal, or other disciplinary action. Certain
violations of this Code may require the company to refer the matter to the
appropriate authorities for criminal prosecution. Moreover, any supervisor who
directs or approves of any conduct in violation of this Code, or who has
knowledge of such conduct and does not immediately report it, also will be
subject to disciplinary action, up to and including discharge.

WAIVER

There may be circumstances where a waiver of the Code is appropriate. Any
request for a waiver should be in writing and should be presented to ADI's legal
counsel, who is responsible for maintaining a complete record of all requests
for waivers to any of these policies and the
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disposition of such requests. No waiver will be effective unless from an
authorized representative of ADI. Any waiver of the Code for executive officers
or members of the board of directors or any change to this Code that applies to
executive officers or members of the board of directors may be made only by the
board of directors or a board committee and will be disclosed as required by law
or stock exchange regulation.

DISSEMINATION AND AMENDMENT

This Code shall be distributed periodically to each employee, officer and member
of the board of directors of the company. To ensure the continued dissemination
and communication of this Code, ADI's legal counsel shall take, or cause to be
taken, reasonable steps to communicate effectively the standards and procedures
included in this Code to employees, officers and members of the board of
directors of the company.

The company reserves the right to amend or alter this Code at any time for any
reason. The most current version of this Code can be found at:
http://www-corp.analog.com/company/emp_comm/ethical/ on the company's Intranet.

This document is not an employment contract between the company and any of its
employees, officers or members of the board of directors and does not alter the
company's policy of at-will employment.