TERADYNE, INC — Director's Dealing 2003

Dec 12, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE INC (TER)
CIK: 0000097210
Period of Report: 2003-12-11

Reporting Person: BAGLEY JAMES W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-11	Common Stock	M	30000	$19.1563	Acquired	98180	Direct
2003-12-11	Common Stock	S	30000	$23.0653	Disposed	68180	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-11	Non-Qualified Stock Option (Right to Buy)	$19.1563	M	30000	Disposed	2003-12-15	Common Shares (30000)	Direct

Footnotes

F1: This option is granted under Teradyne's 1996 Non-Employee Director Stock Option Plan and is exerciseable at the rate of 25% per annum, commencing on 12/15/1999.

F2: Includes 5,388 phantom stock units accrued under Teradyne, Inc. Deferral Plan for Non-Employee Directors at the election of the reporting person in lieu of his quarterly retainer for services as a non-employee director, and such units are to be settled 1 for 1 in the Issuer's common stock within ninety (90) days the non-employee direcor no longer serves as such.