TERADYNE, INC — Director's Dealing 2006

Jan 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE INC (TER)
CIK: 0000097210
Period of Report: 2006-01-03

Reporting Person: BAGLEY JAMES W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-03	Phantom Stock Units	$0	A	862	Acquired		Common Shares (862)	Direct

Footnotes

F1: The Phantom Stock Units were accrued under the 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 of the date the non-employee director no longer serves as such.

F2: Includes a total of 11,411 Phantom Stock Units.