SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

JAGIELA MARK E

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/02/2003

3. Issuer Name and Ticker or Trading Symbol
TERADYNE INC [ TER ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, ST Division

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	823	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (Right to Buy)	09/24/2001⁽¹⁾	09/24/2008	Common Shares	511	21.65	D
Non-Qualified Stock Option (Right to Buy)	09/24/2001⁽²⁾	09/24/2006	Common Shares	37,000	21.65	D
Non-Qualified Stock Option (Right to Buy)	08/27/1998⁽³⁾	08/27/2003	Common Shares	8,000	9.5938	D
Non-Qualified Stock Option (Right to Buy)	10/26/1999⁽⁴⁾	10/26/2004	Common Shares	17,600	32.125	D
Non-Qualified Stock Option (Right to Buy)	10/20/2000⁽⁵⁾	10/20/2005	Common Shares	28,000	28.125	D
Non-Qualified Stock Option (Right to Buy)	07/19/2002⁽⁶⁾	07/19/2009	Common Shares	32,000	17.48	D
Non-Qualified Stock Option (Right to Buy)	04/28/2003⁽⁷⁾	04/28/2010	Common Shares	32,000	11.66	D

Explanation of Responses:

1. This option is granted under the Teradyne 1991 Employee Stock Option Plan, as amended and restated as of May 23, 2002 (the "1991 Stock Option Plan") and is exerciseable at a rate of one third on 9-24-01 and one third per year thereafter, commencing on 9-24-02.

2. This option is granted under the 1991 Stock Option Plan and is exerciseable at a rate of 20% on 9-24-01 and 20% per year thereafter, commencing on 9-24-02.

3. This option is granted under the Teradyne 1997 Employee Stock Option Plan, as amended and restated as of May 23, 2002 (the "1997 Stock Option Plan") and is exerciseable at a rate of 20% on 8-27-98 and 20% per year thereafter, commencing on 8-27-99.

4. This option is granted under the 1997 Stock Option Plan and is exerciseable at a rate of 20% on 10-26-99 and 20% per year thereafter, commencing on 10-26-00.

5. This option is granted under the 1997 Stock Option Plan and is exerciseable at a rate of 20% on 10-20-00 and 20% per year thereafter, commencing on 10-20-01.

6. This option is granted under the 1991 Stock Option Plan and is exerciseable at a rate of 20% on 7-19-02 and 20% per year thereafter, commencing on 7-19-03.

7. This option is granted under the 1991 Stock Option Plan is exerciseable at a rate of 20% on 4-28-03 and 20% per year thereafter, commencing on 4-28-04.

	Mark E. Jagiela	07/07/2003
	** 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 5 (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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