TERADYNE, INC — Director's Dealing 2010

Oct 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2010-10-01

Reporting Person: VALLEE ROY (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-01	Phantom Stock Units	$0	A	1632	Acquired		Common Shares (1632)	Indirect

Footnotes

F1: The Phantom Stock Units were acquired under the Teradyne, Inc. Deferral Plan for Non-Employee Directors (as restated on May 25, 2006) 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 generally within ninety (90) days of the date the non-employee director no longer serves as such.

F2: Does not include 30,000 options to purchase common stock of the Issuer.

F3: The Phantom Stock Units are held in a family trust for the benefit of the Reporting Person and his spouse.