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TERADYNE, INC Director's Dealing 2007

Jan 31, 2007

14837_dirs_2007-01-30_2164ae39-40ca-4b0e-908e-623816117f20.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2007-01-26

Reporting Person: CASAL EILEEN (VP,General Counsel&Secretary)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-01-26 Common Stock M 6261 Acquired 11468 Direct
2007-01-26 Common Stock F 1988 Disposed 9480 Direct
2007-01-26 Common Stock M 5165 Acquired 14645 Direct
2007-01-26 Common Stock F 1944 Disposed 12701 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-01-26 Restricted Stock Units $0 M 6261 Disposed Common Stock (6261) Direct
2007-01-26 Restricted Stock Units $0 M 5165 Disposed Common Stock (5165) Direct
2007-01-26 Restricted Stock Units $ A 14436 Acquired Common Stock (14436) Direct

Footnotes

F1: Shares/units withheld but not issued to satisfy certain tax withholding obligations.

F2: Indicates conversion upon vesting of 50% of time-based RSUs granted on January 26, 2006. The remaining portion of the time-based RSUs will vest on January 26, 2008.

F3: Indicates conversion upon vesting of 50% of performance-based RSUs determined on January 22, 2007 by the Compensation Committee. The remaining portion of the performance-based RSUs will vest on January 26, 2008.

F4: Each RSU represents the right to receive one share of Teradyne, Inc. common stock.

F5: These RSUs are time-based and will vest in four equal annual installments beginning on January 26, 2008.

F6: Does not include a total of 140,000 options to purchase common stock of Teradyne, Inc.