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TERADYNE, INC Director's Dealing 2008

Feb 8, 2008

14837_dirs_2008-02-07_c4f03f9a-21db-48bd-aaf6-b4599bde77ef.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2008-02-04

Reporting Person: GILLIS EDWIN J (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-02-04 Restricted Stock Units $0 A 9804 Acquired Common Stock (9804) Direct
2008-02-05 Restricted Stock Units $0 M 6575 Disposed Common Stock (6575) Direct
2008-02-05 Phantom Stock Units $0 M 6575 Acquired Common Stock (6575) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 11398 Direct

Footnotes

F1: Each Restricted Stock Unit (RSU's) represents the right to receive one share of Teradyne, Inc. common stock.

F2: These RSU's were issued under the Teradyne, Inc. 2006 Equity and Compensation Incentive Plan, are time-based and will vest in full on February 4, 2009.

F3: Indicates conversion upon vesting of 100% of time-based RSU's granted on February 5, 2007 under the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan.

F4: At the election of the reporting person, upon vesting of the RSU's, the shares were converted into Phantom Stock Units (PSU's) pursuant to the Teradyne, Inc. Deferral Plan for Non-Employee Directors (Restated on May 25, 2006). The PSU's are to be settled one-for-one in the Issuer's common stock generally within ninety (90) days of the date the non-employee director no longer serves as such.