FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BEECHER GREGORY R   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) CFO and VP (Last) (First) (Middle) TERADYNE, INC., 600 RIVERPARK DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 01/26/2007 (Street) NORTH READING, MA 01864 4. If Amendment, Date 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 (City) (State) (Zip) 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   11,668 A $ 0 19,281 D   Common Stock 01/26/2007   F(1)   3,705 D $ 0 15,576 D   Common Stock 01/26/2007   M   9,626 A $ 0 25,202 D   Common Stock 01/26/2007   F(1)   3,333 D $ 0 21,869 D

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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 Underlying Securities (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 of Derivative Security: 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

11,668

(2)

(2)

Common Stock

11,668

$ 0 (2)

30,920 (6)

D

Restricted Stock Units

$ 0 (3)

01/26/2007

M

9,626

(3)

(3)

Common Stock

9,626

$ 0 (3)

21,294 (6)

D

Restricted Stock Units

(4)

01/26/2007

A

27,888

(5)

(5)

Common Stock

27,888

$ 0

49,182 (6)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BEECHER GREGORY R TERADYNE, INC. 600 RIVERPARK DRIVE NORTH READING, MA 01864			CFO and VP

Signatures

Eileen Casal, General Counsel, by power of attorney		01/30/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares/units withheld but not issued to satisfy certain tax withholding 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 vesting 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 325,961options to purchase common stock of Teradyne, Inc.

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