content: <PAGE>   1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2001.
  
                                                     REGISTRATION NO. 333-________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                   TERADYNE, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
            MASSACHUSETTS                                          04-2272148
    (State or Other Jurisdiction of                             (I.R.S. Employer
    Incorporation or Organization)                             Identification No.)
  
                                 321 HARRISON AVENUE
                             BOSTON, MASSACHUSETTS 02118
                                   (617) 482-2700
                 (Address of Principal Executive Offices) (Zip Code)
  
                            -----------------------------
  
                                   TERADYNE, INC.
                           1997 EMPLOYEE STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                            -----------------------------
  
                                 GREGORY R. BEECHER
                               CHIEF FINANCIAL OFFICER
                                   TERADYNE, INC.
                                 321 HARRISON AVENUE
                             BOSTON, MASSACHUSETTS 02118
                       (Name and Address of Agent For Service)
  
                                   (617) 482-2700
            (Telephone Number, Including Area Code, of Agent For Service)
  
                            -----------------------------
  
                                     COPIES TO:
  
     THOMAS S. GRILK, ESQ.                             KEVIN M. BARRY, ESQ.
        TERADYNE, INC.                           TESTA, HURWITZ & THIBEAULT, LLP
      321 HARRISON AVENUE                       HIGH STREET TOWER, 125 HIGH STREET
  BOSTON, MASSACHUSETTS 02118                      BOSTON, MASSACHUSETTS 02110
        (617) 482-2700                                    (617) 248-7000
  
  
  ================================================================================
  
  <PAGE>   2
  
                                        -2-
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  
  ===================================================================================================================
                                             Proposed                       Proposed
                                             Maximum                         Maximum
  Title of Securities       Amount To Be     Offering                       Aggregate                Amount of
  To Be Registered           Registered   Price Per Share                Offering Price          Registration Fee
  -------------------       -----------   ---------------                --------------          ----------------
  
  <S>                           <C>       <C>                            <C>                         <C>
  Common Stock                  486,766     $ 28.125 (1)                 $13,690,293.75              $3,422.57
  (Par Value $.125)              88,550     $ 30.938 (2)                  $2,739,559.90                $684.89
                                 63,000     $ 31.625 (3)                  $1,992,375.00                $498.09
                                    200     $ 31.750 (4)                      $6,350.00                  $1.59
                                 56,850     $ 37.375 (5)                  $2,124,768.75                $531.19
                                 16,000     $ 38.750 (6)                    $620,000.00                $155.00
                                 83,500     $ 41.970 (7)                  $3,504,495.00                $876.12
                                189,000     $ 37.840 (8)                  $7,151,760.00              $1,787.94
                                 57,700     $ 30.430 (9)                  $1,755,811.00                $438.95
                                160,450     $ 30.690 (10)                 $4,924,210.50              $1,231.05
                                 34,850     $ 38.350 (11)                 $1,336,497.50                $334.12
                                 16,500     $ 41.370 (12)                   $682,605.00                $170.65
                                 91,500     $ 36.140 (13)                 $3,306,810.00                $826.70
                             33,655,134     $ 30.055 (14)             $1,011,505,052.37            $252,876.26
  
  TOTAL:              35,000,000 shares                               $1,055,340,588.77            $263,835.15
                      =================                               =================            ===========
  
  Common Stock
  Purchase Rights (15)               --                                        --                        --
  
  ===================================================================================================================
  </TABLE>
  
  (1)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 486,766 shares at an exercise price of $28.125 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act of 1933 (the
       "Securities Act"), the aggregate offering price and the fee have been
       computed upon the basis of the price at which the options may be exercised.
  
  (2)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 88,550 shares at an exercise price of $30.938 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (3)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 63,000 shares at an exercise price of $31.625 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (4)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 200 shares at an exercise price of $31.750 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (5)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 56,850 shares at an exercise price of $37.375 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  <PAGE>   3
  
                                        -3-
  
  
  (6)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 16,000 shares at an exercise price of $38.750 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (7)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 83,500 shares at an exercise price of $41.970 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (8)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 189,000 shares at an exercise price of $37.840 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (9)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 57,700 shares at an exercise price of $30.430 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (10) All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 160,450 shares at an exercise price of $30.690 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (11) All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 34,850 shares at an exercise price of $38.350 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (12) All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 16,500 shares at an exercise price of $41.370 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (13) All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 91,500 shares at an exercise price of $36.140 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (14) The price of $30.055 per share, which is the average of the high and low
       price of the Common Stock of the Registrant as reported on the New York
       Stock Exchange on August 17, 2001, is set forth solely for purposes of
       calculating the filing fee pursuant to Rule 457(c) of the Securities Act
       and has been used only for those shares without a fixed exercise price.
  
  (15) Pursuant to the Rights Agreement of the Registrant between the Registrant
       and Fleet National Bank, one common share purchase right of the Registrant
       (each a "Right") is deemed to be delivered with each share of Common Stock
       issued by the Registrant. The Rights currently are not separately
       transferable apart from the Common Stock, nor are they exercisable until
       the occurrence of certain events. Accordingly, no independent value has
       been attributed to the Rights.
  
  ================================================================================
  
  
  <PAGE>   4
  
                                        -4-
  
  
       This Registration Statement registers additional securities of the same
  class as other securities for which Registration Statement Nos. 333-26045 and
  333-56373 on Form S-8, each relating to the Registrant's 1997 Employee Stock
  Option Plan, as filed with the Securities and Exchange Commission (the
  "Commission") on April 29, 1997 and June 9, 1998, respectively, are effective.
  Pursuant to General Instruction E of Form S-8, the contents of the above listed
  Registration Statements are hereby incorporated by reference herein.
  
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
       In addition to the documents incorporated by reference in Item 3 of
  Registration Statement Nos. 333-26045 and 333-56373 on Form S-8, the following
  documents filed with the Commission are incorporated by reference in this
  Registration Statement:
  
       a)   The Registrant's Annual Report on Form 10-K for the fiscal year ended
            December 31, 2000 (File No. 001-06462).
  
       b)   The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
            April 1, 2001 and July 1, 2001 (both File No. 001-06462).
  
       c)   The section entitled "Description of Common Stock" contained in the
            Registrant's Registration Statement on Form S-3 (SEC File No.
            333-47564) initially filed with the Commission on October 6, 2000, as
            amended.
  
       All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
  
  Item 8.  EXHIBITS.
  
  
          Exhibit No.                 Description of Exhibit
          -----------                 ----------------------
  
             4.1              Restated Articles of Organization of the Registrant,
                              as amended (filed as Exhibit 3.01 to the
                              Registrant's Quarterly Report on Form 10-Q for the
                              quarter ended July 2, 2000, File No. 001-06462)*
  
             4.2              Amended and Restated Bylaws of the Registrant (filed
                              as Exhibit 3.3 to the Registrant's Annual Report on
                              Form 10-K for the fiscal year ended December 31,
                              1996, File No. 001-06462)*
  
  <PAGE>   5
  
                                        -5-
  
  
             4.3              Rights Agreement between the Registrant and Fleet
                              National Bank dated as of November 17, 2000 (filed
                              as Exhibit 4.1 to the Registrant's Form 8-K filed on
                              November 20, 2000, File No. 001-06462)*
  
             4.4              1997 Employee Stock Option Plan, as amended (filed
                              as Exhibit 10.01 to the Registrant's Form 10-Q for
                              the quarter ended July 1, 2001, File No. 001-06462)*
  
             5                Opinion of Testa, Hurwitz & Thibeault, LLP**
  
            23.1              Consent of Testa, Hurwitz & Thibeault, LLP (included
                              in Exhibit 5)**
  
            23.2              Consent of PricewaterhouseCoopers LLP**
  
            24                Power of Attorney (included on signature page
                              hereto)**
  
  ----------------------
  
  *   Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
  Securities Act of 1933, as amended, reference is made to the documents
  previously filed with the Commission, which are incorporated by reference
  herein.
  
  **  Filed herewith.
  
  <PAGE>   6
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Boston, the Commonwealth of Massachusetts, on this
  1st day of August, 2001.
  
                                    Teradyne, Inc.
  
  
  
                                    By: /s/ Gregory R. Beecher
                                        ------------------------------------------
                                        Gregory R. Beecher
                                        Vice President and Chief Financial Officer
  
  
  <PAGE>   7
  
  
         We, the undersigned officers and directors of Teradyne, Inc., hereby
  severally constitute and appoint George W. Chamillard, Gregory R. Beecher and
  Richard J. Testa, and each of them singly, our true and lawful attorneys, with
  full power to them and each of them singly, to sign for us in our names in the
  capacities indicated below, any amendments to this Registration Statement on
  Form S-8 (including post-effective amendments), and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, and generally to do all things in our names
  and on our behalf in our capacities as officers and directors to enable
  Teradyne, Inc., to comply with the provisions of the Securities Act of 1933, as
  amended, hereby ratifying and confirming our signatures as they may be signed by
  our said attorneys, or any of them, to said Registration Statement and all
  amendments thereto.
  
         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
                 SIGNATURE                               CAPACITY                     DATE
                 ---------                               --------                     ----
  <S>                                      <C>                                        <C>
  /s/  George W. Chamillard                Chief Executive Officer, President         August 21, 2001
  ------------------------------------     and Chairman (Principal Executive
  George W. Chamillard                     Officer)
  
  
  /s/  Gregory R. Beecher                  Vice President and Chief Financial         August 1, 2001
  ------------------------------------     Officer (Principal Financial Officer)
  Gregory R. Beecher
  
  
  /s/  Richard MacDonald                   Controller (Principal Accounting           August 21, 2001
  ------------------------------------     Officer)
  Richard MacDonald
  
  
  /s/  James W. Bagley                     Director                                   August 21, 2001
  ------------------------------------
  James W. Bagley
  
  
  /s/  Albert Carnesale                    Director                                   August 21, 2001
  ------------------------------------
  Albert Carnesale
  
  
  /s/  Daniel S. Gregory                   Director                                   August 21, 2001
  ------------------------------------
  Daniel S. Gregory
  
  
  /s/  Dwight H. Hibbard                   Director                                   August 21, 2001
  ------------------------------------
  Dwight H. Hibbard
  
  
  /s/  John P. Mulroney                    Director                                   August 1, 2001
  ------------------------------------
  John P. Mulroney
  </TABLE>
  
  
  <PAGE>   8
  
  
  
  
  /s/  Vincent M. O'Reilly                 Director               August 21, 2001
  ------------------------------------
  Vincent M. O'Reilly
  
  
  /s/  Richard J. Testa                    Director               August 21, 2001
  ------------------------------------
  Richard J. Testa
  
  
  /s/  Roy A. Vallee                       Director               August 1, 2001
  ------------------------------------
  Roy A. Vallee
  
  
  /s/  Patricia S. Wolpert                 Director               August 1, 2001
  ------------------------------------
  Patricia S. Wolpert
  
  
  <PAGE>   9
  
  
                                    EXHIBIT INDEX
  
  Exhibit No.                Description of Exhibit
  -----------                ----------------------
  
     4.1        Restated Articles of Organization of the Registrant, as amended
                (filed as Exhibit 3.01 to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended July 2, 2000, File No. 001-06462)*
  
     4.2        Amended and Restated Bylaws of the Registrant (filed as Exhibit
                3.3 to the Registrant's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1996, File No. 001-06462)*
  
     4.3        Rights Agreement between the Registrant and Fleet National Bank
                dated as of November 17, 2000 (filed as Exhibit 4.1 to the
                Registrant's Form 8-K filed on November 20, 2000, File No.
                001-06462)*
  
     4.4        1997 Employee Stock Option Plan, as amended (filed as Exhibit
                10.01 to the Registrant's Form 10-Q for the quarter ended July 1,
                2001, File No. 001-06462)*
  
     5          Opinion of Testa, Hurwitz & Thibeault, LLP**
  
    23.1        Consent of Testa, Hurwitz & Thibeault, LLP (included in
                Exhibit 5)**
  
    23.2        Consent of PricewaterhouseCoopers LLP**
  
    24          Power of Attorney (included on signature page hereto)**
  
  ---------------------
  
  *    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
  Securities Act of 1933, as amended, reference is made to the documents
  previously filed with the Commission, which are incorporated by reference
  herein.
  
  **   Filed herewith.
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text: 1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 2001.
  
                                                     REGISTRATION NO. 333-________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                   TERADYNE, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
            MASSACHUSETTS                                          04-2272148
    (State or Other Jurisdiction of                             (I.R.S. Employer
    Incorporation or Organization)                             Identification No.)
  
                                 321 HARRISON AVENUE
                             BOSTON, MASSACHUSETTS 02118
                                   (617) 482-2700
                 (Address of Principal Executive Offices) (Zip Code)
  
                            -----------------------------
  
                                   TERADYNE, INC.
                           1997 EMPLOYEE STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                            -----------------------------
  
                                 GREGORY R. BEECHER
                               CHIEF FINANCIAL OFFICER
                                   TERADYNE, INC.
                                 321 HARRISON AVENUE
                             BOSTON, MASSACHUSETTS 02118
                       (Name and Address of Agent For Service)
  
                                   (617) 482-2700
            (Telephone Number, Including Area Code, of Agent For Service)
  
                            -----------------------------
  
                                     COPIES TO:
  
     THOMAS S. GRILK, ESQ.                             KEVIN M. BARRY, ESQ.
        TERADYNE, INC.                           TESTA, HURWITZ & THIBEAULT, LLP
      321 HARRISON AVENUE                       HIGH STREET TOWER, 125 HIGH STREET
  BOSTON, MASSACHUSETTS 02118                      BOSTON, MASSACHUSETTS 02110
        (617) 482-2700                                    (617) 248-7000
  
  ================================================================================
  2
  
                                        -2-
  
                           CALCULATION OF REGISTRATION FEE
  ===================================================================================================================
                                             Proposed                       Proposed
                                             Maximum                         Maximum
  Title of Securities       Amount To Be     Offering                       Aggregate                Amount of
  To Be Registered           Registered   Price Per Share                Offering Price          Registration Fee
  -------------------       -----------   ---------------                --------------          ----------------
  Common Stock                  486,766     $ 28.125 (1)                 $13,690,293.75              $3,422.57
  (Par Value $.125)              88,550     $ 30.938 (2)                  $2,739,559.90                $684.89
                                 63,000     $ 31.625 (3)                  $1,992,375.00                $498.09
                                    200     $ 31.750 (4)                      $6,350.00                  $1.59
                                 56,850     $ 37.375 (5)                  $2,124,768.75                $531.19
                                 16,000     $ 38.750 (6)                    $620,000.00                $155.00
                                 83,500     $ 41.970 (7)                  $3,504,495.00                $876.12
                                189,000     $ 37.840 (8)                  $7,151,760.00              $1,787.94
                                 57,700     $ 30.430 (9)                  $1,755,811.00                $438.95
                                160,450     $ 30.690 (10)                 $4,924,210.50              $1,231.05
                                 34,850     $ 38.350 (11)                 $1,336,497.50                $334.12
                                 16,500     $ 41.370 (12)                   $682,605.00                $170.65
                                 91,500     $ 36.140 (13)                 $3,306,810.00                $826.70
                             33,655,134     $ 30.055 (14)             $1,011,505,052.37            $252,876.26
  
  TOTAL:              35,000,000 shares                               $1,055,340,588.77            $263,835.15
                      =================                               =================            ===========
  
  Common Stock
  Purchase Rights (15)               --                                        --                        --
  
  ===================================================================================================================
  (1)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 486,766 shares at an exercise price of $28.125 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act of 1933 (the
       "Securities Act"), the aggregate offering price and the fee have been
       computed upon the basis of the price at which the options may be exercised.
  
  (2)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 88,550 shares at an exercise price of $30.938 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (3)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 63,000 shares at an exercise price of $31.625 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (4)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 200 shares at an exercise price of $31.750 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (5)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 56,850 shares at an exercise price of $37.375 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  3
  
                                        -3-
  
  (6)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 16,000 shares at an exercise price of $38.750 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (7)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 83,500 shares at an exercise price of $41.970 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (8)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 189,000 shares at an exercise price of $37.840 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (9)  All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 57,700 shares at an exercise price of $30.430 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (10) All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 160,450 shares at an exercise price of $30.690 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (11) All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 34,850 shares at an exercise price of $38.350 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (12) All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 16,500 shares at an exercise price of $41.370 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (13) All of such shares are issuable upon the exercise of outstanding options to
       purchase an aggregate of 91,500 shares at an exercise price of $36.140 per
       share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate
       offering price and the fee have been computed upon the basis of the price
       at which the options may be exercised.
  
  (14) The price of $30.055 per share, which is the average of the high and low
       price of the Common Stock of the Registrant as reported on the New York
       Stock Exchange on August 17, 2001, is set forth solely for purposes of
       calculating the filing fee pursuant to Rule 457(c) of the Securities Act
       and has been used only for those shares without a fixed exercise price.
  
  (15) Pursuant to the Rights Agreement of the Registrant between the Registrant
       and Fleet National Bank, one common share purchase right of the Registrant
       (each a "Right") is deemed to be delivered with each share of Common Stock
       issued by the Registrant. The Rights currently are not separately
       transferable apart from the Common Stock, nor are they exercisable until
       the occurrence of certain events. Accordingly, no independent value has
       been attributed to the Rights.
  
  ================================================================================
  4
  
                                        -4-
  
       This Registration Statement registers additional securities of the same
  class as other securities for which Registration Statement Nos. 333-26045 and
  333-56373 on Form S-8, each relating to the Registrant's 1997 Employee Stock
  Option Plan, as filed with the Securities and Exchange Commission (the
  "Commission") on April 29, 1997 and June 9, 1998, respectively, are effective.
  Pursuant to General Instruction E of Form S-8, the contents of the above listed
  Registration Statements are hereby incorporated by reference herein.
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
       In addition to the documents incorporated by reference in Item 3 of
  Registration Statement Nos. 333-26045 and 333-56373 on Form S-8, the following
  documents filed with the Commission are incorporated by reference in this
  Registration Statement:
  
       a)   The Registrant's Annual Report on Form 10-K for the fiscal year ended
            December 31, 2000 (File No. 001-06462).
  
       b)   The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
            April 1, 2001 and July 1, 2001 (both File No. 001-06462).
  
       c)   The section entitled "Description of Common Stock" contained in the
            Registrant's Registration Statement on Form S-3 (SEC File No.
            333-47564) initially filed with the Commission on October 6, 2000, as
            amended.
  
       All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
  Item 8.  EXHIBITS.
  
          Exhibit No.                 Description of Exhibit
          -----------                 ----------------------
  
             4.1              Restated Articles of Organization of the Registrant,
                              as amended (filed as Exhibit 3.01 to the
                              Registrant's Quarterly Report on Form 10-Q for the
                              quarter ended July 2, 2000, File No. 001-06462)*
  
             4.2              Amended and Restated Bylaws of the Registrant (filed
                              as Exhibit 3.3 to the Registrant's Annual Report on
                              Form 10-K for the fiscal year ended December 31,
                              1996, File No. 001-06462)*
  5
  
                                        -5-
  
             4.3              Rights Agreement between the Registrant and Fleet
                              National Bank dated as of November 17, 2000 (filed
                              as Exhibit 4.1 to the Registrant's Form 8-K filed on
                              November 20, 2000, File No. 001-06462)*
  
             4.4              1997 Employee Stock Option Plan, as amended (filed
                              as Exhibit 10.01 to the Registrant's Form 10-Q for
                              the quarter ended July 1, 2001, File No. 001-06462)*
  
             5                Opinion of Testa, Hurwitz & Thibeault, LLP**
  
            23.1              Consent of Testa, Hurwitz & Thibeault, LLP (included
                              in Exhibit 5)**
  
            23.2              Consent of PricewaterhouseCoopers LLP**
  
            24                Power of Attorney (included on signature page
                              hereto)**
  
  ----------------------
  
  *   Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
  Securities Act of 1933, as amended, reference is made to the documents
  previously filed with the Commission, which are incorporated by reference
  herein.
  
  **  Filed herewith.
  6
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Boston, the Commonwealth of Massachusetts, on this
  1st day of August, 2001.
  
                                    Teradyne, Inc.
  
                                    By: /s/ Gregory R. Beecher
                                        ------------------------------------------
                                        Gregory R. Beecher
                                        Vice President and Chief Financial Officer
  7
  
         We, the undersigned officers and directors of Teradyne, Inc., hereby
  severally constitute and appoint George W. Chamillard, Gregory R. Beecher and
  Richard J. Testa, and each of them singly, our true and lawful attorneys, with
  full power to them and each of them singly, to sign for us in our names in the
  capacities indicated below, any amendments to this Registration Statement on
  Form S-8 (including post-effective amendments), and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, and generally to do all things in our names
  and on our behalf in our capacities as officers and directors to enable
  Teradyne, Inc., to comply with the provisions of the Securities Act of 1933, as
  amended, hereby ratifying and confirming our signatures as they may be signed by
  our said attorneys, or any of them, to said Registration Statement and all
  amendments thereto.
  
         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                               CAPACITY                     DATE
                 ---------                               --------                     ----
  /s/  George W. Chamillard                Chief Executive Officer, President         August 21, 2001
  ------------------------------------     and Chairman (Principal Executive
  George W. Chamillard                     Officer)
  
  /s/  Gregory R. Beecher                  Vice President and Chief Financial         August 1, 2001
  ------------------------------------     Officer (Principal Financial Officer)
  Gregory R. Beecher
  
  /s/  Richard MacDonald                   Controller (Principal Accounting           August 21, 2001
  ------------------------------------     Officer)
  Richard MacDonald
  
  /s/  James W. Bagley                     Director                                   August 21, 2001
  ------------------------------------
  James W. Bagley
  
  /s/  Albert Carnesale                    Director                                   August 21, 2001
  ------------------------------------
  Albert Carnesale
  
  /s/  Daniel S. Gregory                   Director                                   August 21, 2001
  ------------------------------------
  Daniel S. Gregory
  
  /s/  Dwight H. Hibbard                   Director                                   August 21, 2001
  ------------------------------------
  Dwight H. Hibbard
  
  /s/  John P. Mulroney                    Director                                   August 1, 2001
  ------------------------------------
  John P. Mulroney
  8
  
  /s/  Vincent M. O'Reilly                 Director               August 21, 2001
  ------------------------------------
  Vincent M. O'Reilly
  
  /s/  Richard J. Testa                    Director               August 21, 2001
  ------------------------------------
  Richard J. Testa
  
  /s/  Roy A. Vallee                       Director               August 1, 2001
  ------------------------------------
  Roy A. Vallee
  
  /s/  Patricia S. Wolpert                 Director               August 1, 2001
  ------------------------------------
  Patricia S. Wolpert
  9
  
                                    EXHIBIT INDEX
  
  Exhibit No.                Description of Exhibit
  -----------                ----------------------
  
     4.1        Restated Articles of Organization of the Registrant, as amended
                (filed as Exhibit 3.01 to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended July 2, 2000, File No. 001-06462)*
  
     4.2        Amended and Restated Bylaws of the Registrant (filed as Exhibit
                3.3 to the Registrant's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1996, File No. 001-06462)*
  
     4.3        Rights Agreement between the Registrant and Fleet National Bank
                dated as of November 17, 2000 (filed as Exhibit 4.1 to the
                Registrant's Form 8-K filed on November 20, 2000, File No.
                001-06462)*
  
     4.4        1997 Employee Stock Option Plan, as amended (filed as Exhibit
                10.01 to the Registrant's Form 10-Q for the quarter ended July 1,
                2001, File No. 001-06462)*
  
     5          Opinion of Testa, Hurwitz & Thibeault, LLP**
  
    23.1        Consent of Testa, Hurwitz & Thibeault, LLP (included in
                Exhibit 5)**
  
    23.2        Consent of PricewaterhouseCoopers LLP**
  
    24          Power of Attorney (included on signature page hereto)**
  
  ---------------------
  
  *    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
  Securities Act of 1933, as amended, reference is made to the documents
  previously filed with the Commission, which are incorporated by reference
  herein.
  
  **   Filed herewith.