TERADYNE, INC — Director's Dealing 2010

May 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2010-05-01

Reporting Person: Gray Charles Jeffrey (VP,General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-01	Common Stock	M	8125	—	Acquired	8125	Direct
2010-05-03	Common Stock	F	2580	—	Disposed	5545	Direct
2010-05-03	Common Stock	S	2500	$12.51	Disposed	3045	Direct
2010-05-03	Common Stock	M	16000	$6.29	Acquired	19045	Direct
2010-05-03	Common Stock	S	16000	$12.61	Disposed	3045	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-01	Restricted Stock Unit	$0	M	8125	Acquired		Common Stock (8125)	Direct
2010-05-03	Non-Qualified Stock Option (Right to Buy)	$6.29	M	16000	Disposed	2016-05-01	Common Stock (16000)	Direct

Footnotes

F1: Shares/units withheld but not issued to satisfy certain tax withholding obligations.

F2: The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $12.57 to $12.64 per share. Full information regarding the number of shares sold at each separate price is available to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer upon request.

F3: Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on May 1, 2009. The remaining portion will vest in three equal installments annually on the anniversary of the grant.

F4: This option is granted under Teradyne's 2006 Equity and Cash Compensation Incentive Plan and is exercisable at the rate of 25% per year, commencing on the date of the first anniversary of the grant, May 1, 2010.