TERADYNE, INC — Director's Dealing 2011

Jan 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2011-01-25

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-25	Restricted Stock Units	$0	A	28266	Acquired		Common Stock (28266)	Direct

Footnotes

F1: Each Restricted Stock Unit (RSU) represents a right to receive one share of Teradyne, Inc. common stock.

F2: These are performance-based RSU's. The number of performance-based RSU's was determined on January 25, 2011 and will vest in four equal annual installments beginning on January 29, 2011.