TERADYNE, INC — Director's Dealing 2010

May 28, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2010-05-27

Reporting Person: GILLIS EDWIN J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-28	Common Stock	M	20571	—	Acquired	56969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-28	Restricted Stock Units	$0	M	20571	Acquired		Common Stock (20571)	Direct
2010-05-27	Restricted Stock Units	$0	A	9718	Acquired		Common Stock (9718)	Direct

Footnotes

F1: Indicates conversion upon vesting of 100% of the time-based Restricted Stock Units (RSU's) granted on May 28, 2009 under the Teradyne, Inc. 2006 Equity & Cash Compensation Incentive Plan.

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

F3: These RSU's were issued under the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan, are time-based, and will vest in full on May 27, 2011.