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TERADYNE, INC Director's Dealing 2008

Feb 5, 2008

14837_dirs_2008-02-05_24717d68-5061-4c50-84f5-dad452bc3d3f.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: 2008-02-04

Reporting Person: O REILLY VINCENT M (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-02-05 Common Stock M 6575 Acquired 10196 Direct

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

Footnotes

F1: Indicates conversion upon vesting of 100% of time-based Restricted Stock Units (RSU's) granted on February 5, 2007, under the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan.

F2: Each RSU represents the right to receive one share of Teradyne, Inc. common stock.

F3: These RSU's were issued under the Teradyne, Inc. 2006 Equity & Cash Compensation Incentive Plan, are time-based and will vest in full on February 4, 2009.

F4: Does not include a total of 61,699 options to purchase common stock of Teradyne, Inc., a portion of which are phantom stock units.