SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* JAGIELA MARK E (Last) (First) (Middle) TERADYNE, INC. 600 RIVERPARK DRIVE (Street) NORTH READING MA 01864 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TERADYNE, INC [ TER ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President, ST Division
	3. Date of Earliest Transaction (Month/Day/Year) 01/26/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/26/2007		M		9,961	A	$0	17,127	D
Common Stock	01/26/2007		F(1)		3,163	D	$0	13,964	D
Common Stock	01/26/2007		M		8,217	A	$0	22,181	D
Common Stock	01/26/2007		F(1)		2,889	D	$0	19,292	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(2)	01/26/2007		M			9,961	(2)	(2)	Common Stock	9,961	$0(2)	26,394(6)	D
Restricted Stock Units	$0(3)	01/26/2007		M			8,217	(3)	(3)	Common Stock	8,217	$0(3)	18,177(6)	D
Restricted Stock Units	(4)	01/26/2007		A		25,788		(5)	(5)	Common Stock	25,788	$0	43,965(6)	D

Explanation of Responses:

1. Shares/units withheld but not issued to satisfy certain tax withholdings obligations.

2. Indicates conversion upon vesting of 50% of time-based RSUs granted on January 26, 2006. The remaining portion of the time-based RSUs will vest on January 26, 2008.

3. Indicates conversion upon vestion of 50% of performance-based RSUs determined on January 22, 2007 by the Compensation Committee. The remaining portion of the performance-based RSUs will vest on Janaury 26, 2008.

4. Each RSU represents the right to receive one share of Teradyne, Inc. common stock.

5. These RSUs are time-based and will vest in four equal annual installments beginning on January 26, 2008.

6. Does not include a total of 211,511 options to purchase common stock of Teradyne, Inc.

Remarks:

	Eileen Casal, General Counsel, by power of attorney	01/30/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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