Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gray Charles Jeffrey
   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)
VP,General Counsel & Secretary
(Last)
(First)
(Middle)
TERADYNE, INC., 600 RIVERPARK DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
01/28/2014
(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 01/28/2014   S   42 D $ 19.25 56,303 D  
Common Stock 01/28/2014   S   100 D $ 19.252 56,203 D  
Common Stock 01/28/2014   S   11,200 D $ 19.255 45,003 D  
Common Stock 01/28/2014   S   1,200 D $ 19.26 43,803 D  
Common Stock 01/28/2014   S   600 D $ 19.265 43,203 D  
Common Stock 01/28/2014   M   5,853 A $ 19.19 49,056 D  
Common Stock 01/28/2014   F(1)   1,906 D $ 19.19 47,150 D  
Common Stock 01/28/2014   M   2,927 A $ 19.19 50,077 D  
Common Stock 01/28/2014   F(1)   953 D $ 19.19 49,124 D  
Common Stock 01/29/2014   S   5,921 D $ 19.21 (2) 43,203 D  
Common Stock 01/29/2014   M   8,049 A $ 9.34 51,252 D  
Common Stock 01/29/2014   S   8,049 D $ 19.19 (3) 43,203 D  
Common Stock 01/29/2014   M   7,068 A $ 18.84 50,271 D  
Common Stock 01/29/2014   F(1)   2,301 D $ 18.84 47,970 D  
Common Stock 01/29/2014   M   4,711 A $ 18.84 52,681 D  
Common Stock 01/29/2014   F(1)   1,534 D $ 18.84 51,147 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (4) 01/28/2014   M     5,853   (4)   (4) Common Stock 5,853 $ 0 5,854 D  
Restricted Stock Units $ 0 (5) 01/28/2014   M     2,927   (5)   (5) Common Stock 2,927 $ 0 2,927 D  
Non-qualified Stock Option (Right to Buy) $ 9.34 01/29/2014   M     8,049 01/29/2011(6) 01/29/2017 Common Stock 8,049 $ 0 0 D  
Restricted Stock Units $ 0 (7) 01/29/2014   M     7,068   (7)   (7) Common Stock 7,068 $ 0 0 D  
Restricted Stock Units $ 0 (8) 01/29/2014   M     4,711   (8)   (8) Common Stock 4,711 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gray Charles Jeffrey
TERADYNE, INC.
600 RIVERPARK DRIVE
NORTH READING, MA 01864		       VP,General Counsel & Secretary  

Signatures

 /s/ Ryan E. Driscoll, Deputy General Counsel, by power of attorney   01/30/2014
**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) The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $19.195 to $19.22 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.
(3) The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $18.84 to $19.20 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.
(4) Indicates conversion upon vesting of 25% of the performance-based Restricted Stock Units (RSU's) granted on January 28, 2011. The remaining portion will vest on January 28, 2015.
(5) Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on January 28, 2011. The remaining portion will vest on January 28, 2015.
(6) 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, January 29, 2011.
(7) Indicates conversion upon vesting of the final 25% of the performance-based Restricted Stock Units (RSU's) granted on January 29, 2010.
(8) Indicates conversion upon vesting of the final 25% of the time-based Restricted Stock Units (RSU's) granted on January 29, 2010.

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