TERADYNE, INC — Director's Dealing 2006

Feb 8, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE INC (TER)
CIK: 0000097210
Period of Report: 2006-02-06

Reporting Person: VALLEE ROY (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-06	Restricted Stock Units	$0	A	5241	Acquired		Common Shares (5241)	Direct

Footnotes

F1: Each restricted stock unit represents the right to receive one share of Teradyne, Inc. common stock.

F2: The restricted stock unmits will vest in full on February 6, 2007.

F3: Includes a total of 79,500 options to purchase common stock of Teradyne, Inc., 5,241 RSUs', and 7,362 phantom stock units.