content: <PAGE>
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 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)
  
                            ----------------------------
  
                       GENRAD, INC. 1991 EQUITY INCENTIVE PLAN
                   GENRAD, INC. 1991 DIRECTORS' STOCK OPTION PLAN
             GENRAD, INC. 1997 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
                 NON-STATUTORY STOCK OPTION AGREEMENT BY AND BETWEEN
                        ROBERT M. DUTKOWSKY AND GENRAD, INC.
                              (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
  
  IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, AS
  AMENDED, THIS REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF
  ADDITIONAL SHARES OF COMMON STOCK AS IS NECESSARY TO ELIMINATE ANY DILUTIVE
  EFFECT OF ANY FUTURE STOCK SPLIT, STOCK DIVIDEND OR SIMILAR TRANSACTION.
  
  ================================================================================
  
  <PAGE>
                                         - 2 -
  
                           CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  
  <TABLE>
  <CAPTION>
  
                                                       PROPOSED             PROPOSED
                                         AMOUNT         MAXIMUM              MAXIMUM            AMOUNT OF
      TITLE OF SECURITIES                TO BE       OFFERING PRICE         AGGREGATE         REGISTRATION
       TO BE REGISTERED                REGISTERED     PER SHARE(1)        OFFERING PRICE          FEE(2)
      -------------------              ----------    --------------       --------------      ------------
  <S>                                   <C>           <C>                 <C>                   <C>
  GENRAD, INC.
  1991 EQUITY INCENTIVE PLAN
  Common Stock (Par Value $.125)              707          $6.24             $4,411.68             $1.10
  Common Stock (Par Value $.125)              866         $25.26            $21,875.16             $5.47
  Common Stock (Par Value $.125)              779         $27.44            $21,375.76             $5.34
  Common Stock (Par Value $.125)             1213         $28.13            $34,121.69             $8.53
  Common Stock (Par Value $.125)           49,553         $33.18         $1,644,168.54           $411.04
  Common Stock (Par Value $.125)            1,733         $33.90            $58,748.70            $14.69
  Common Stock (Par Value $.125)            1,386         $43.29            $59,999.94            $15.00
  Common Stock (Par Value $.125)            1,299         $44.02            $57,181.98            $14.30
  Common Stock (Par Value $.125)           48,957         $46.52         $2,277,479.64           $569.37
  Common Stock (Par Value $.125)           60,655         $47.61         $2,887,784.55           $721.95
  Common Stock (Par Value $.125)               28         $54.10             $1,514.80             $0.38
  Common Stock (Par Value $.125)            2,166         $55.19           $119,541.54            $29.89
  Common Stock (Par Value $.125)            5,069         $72.13           $365,626.97            $91.41
  Common Stock (Par Value $.125)            1,958         $72.86           $142,659.88            $35.66
  Common Stock (Par Value $.125)            4,332         $77.19           $334,387.08            $83.60
  Common Stock (Par Value $.125)            6,932         $80.78           $559,966.96           $139.99
  Common Stock (Par Value $.125)           12,997         $82.95         $1,078,101.15           $269.53
  Common Stock (Par Value $.125)            4,332         $83.68           $362,501.76            $90.63
  Common Stock (Par Value $.125)           25,995         $89.08         $2,315,634.60           $578.91
  Common Stock (Par Value $.125)            2,599         $91.62           $238,120.38            $59.53
  Common Stock (Par Value $.125)            3,466         $92.33           $320,015.78            $80.00
  Common Stock (Par Value $.125)          163,282         $95.21        $15,546,079.22         $3,886.52
  Common Stock (Par Value $.125)            1,733         $96.29           $166,870.57            $41.72
  Common Stock (Par Value $.125)           24,608        $103.87         $2,556,032.96           $639.01
  Common Stock (Par Value $.125)           18,196        $104.59         $1,903,119.64           $475.78
  Common Stock (Par Value $.125)            2,599        $105.33           $273,752.67            $68.44
  Common Stock (Par Value $.125)            2,599        $105.69           $274,688.31            $68.67
  Common Stock (Par Value $.125)           11,611        $106.03         $1,231,114.33           $307.78
  Common Stock (Par Value $.125)            4,159        $114.33           $475,498.47           $118.87
  Common Stock (Par Value $.125)            3,466        $121.90           $422,505.40           $105.63
  Common Stock (Par Value $.125)            7,365        $123.35           $908,472.75           $227.12
  Common Stock (Par Value $.125)            3,466        $135.25           $468,776.50           $117.19
  Common Stock (Par Value $.125)           17,330        $173.11         $2,999,996.30           $750.00
  
  1991 DIRECTORS' STOCK OPTION PLAN
  Common Stock (Par Value $.125)            2,599         $50.15           $130,339.85            $32.58
  Common Stock (Par Value $.125)            2,599         $92.34           $239,991.66            $60.00
  Common Stock (Par Value $.125)            3,032        $118.32           $358,746.24            $89.69
  </TABLE>
  
  <PAGE>
  
                                        - 3 -
  
  <TABLE>
  <CAPTION>
  
                                                       PROPOSED             PROPOSED
                                         AMOUNT         MAXIMUM              MAXIMUM            AMOUNT OF
      TITLE OF SECURITIES                TO BE       OFFERING PRICE         AGGREGATE         REGISTRATION
       TO BE REGISTERED                REGISTERED     PER SHARE(1)        OFFERING PRICE          FEE(2)
      -------------------              ----------    --------------       --------------      ------------
  <S>                                   <C>           <C>                 <C>                   <C>
  Common Stock (Par Value $.125)            3,032        $120.85           $366,417.20            $91.60
  Common Stock (Par Value $.125)            3,032        $154.39           $468,110.48           $117.03
  
  1997 NON-QUALIFIED EMPLOYEE STOCK
  OPTION PLAN
  Common Stock (Par Value $.125)            1,776         $34.57            $61,396.32            $15.35
  Common Stock (Par Value $.125)            5,025         $40.22           $202,105.50            $50.53
  Common Stock (Par Value $.125)              866         $40.76            $35,298.16             $8.82
  Common Stock (Par Value $.125)              866         $41.11            $35,601.26             $8.90
  Common Stock (Par Value $.125)            1,733         $44.00            $76,252.00            $19.06
  Common Stock (Par Value $.125)            3,466         $44.36           $153,751.76            $38.44
  Common Stock (Par Value $.125)            7,365         $45.59           $335,770.35            $83.94
  Common Stock (Par Value $.125)              866         $46.19            $40,000.54            $10.00
  Common Stock (Par Value $.125)          304,359         $46.52        $14,158,780.68         $3,539.70
  Common Stock (Par Value $.125)            1,299         $48.50            $63,001.50            $15.75
  Common Stock (Par Value $.125)              519         $50.75            $26,339.25             $6.58
  Common Stock (Par Value $.125)            1,733         $50.78            $88,001.74            $22.00
  Common Stock (Par Value $.125)            7,087         $50.86           $360,444.82            $90.11
  Common Stock (Par Value $.125)            1,039         $51.97            $53,996.83            $13.50
  Common Stock (Par Value $.125)            1,299         $52.14            $67,729.86            $16.93
  Common Stock (Par Value $.125)              866         $56.29            $48,747.14            $12.19
  Common Stock (Par Value $.125)           10,398         $57.70           $599,964.60           $149.99
  Common Stock (Par Value $.125)              519         $58.89            $30,563.91             $7.64
  Common Stock (Par Value $.125)            1,733         $60.59           $105,002.47            $26.25
  Common Stock (Par Value $.125)            2,599         $61.32           $159,370.68            $39.84
  Common Stock (Par Value $.125)              866         $64.95            $56,246.70            $14.06
  Common Stock (Par Value $.125)            8,794         $68.89           $605,818.66           $151.45
  Common Stock (Par Value $.125)            3,466         $70.69           $245,011.54            $61.25
  Common Stock (Par Value $.125)            8,665         $71.05           $615,648.25           $153.91
  Common Stock (Par Value $.125)            1,733         $75.82           $131,396.06            $32.85
  Common Stock (Par Value $.125)              866         $79.75            $69,063.50            $17.27
  Common Stock (Par Value $.125)            1,299         $81.19           $105,465.81            $26.37
  Common Stock (Par Value $.125)              866         $85.16            $73,748.56            $18.44
  Common Stock (Par Value $.125)              866         $87.69            $75,939.54            $18.98
  Common Stock (Par Value $.125)            1,733         $88.72           $153,751.76            $38.44
  Common Stock (Par Value $.125)            4,332         $90.17           $390,616.44            $97.65
  Common Stock (Par Value $.125)           10,051         $91.97           $924,390.47           $231.10
  Common Stock (Par Value $.125)              866         $93.82            $81,248.12            $20.31
  Common Stock (Par Value $.125)            1,733         $94.13           $163,127.29            $40.78
  Common Stock (Par Value $.125)            4,072         $98.11           $399,503.92            $99.88
  Common Stock (Par Value $.125)            1,862         $99.59           $185,436.58            $46.36
  Common Stock (Par Value $.125)            3,466        $101.70           $352,492.20            $88.12
  Common Stock (Par Value $.125)              866        $102.84            $89,059.44            $22.26
  Common Stock (Par Value $.125)            3,466        $103.51           $358,765.66            $89.69
  Common Stock (Par Value $.125)            7,278        $103.87           $755,965.86           $188.99
  Common Stock (Par Value $.125)              519        $104.77            $54,375.63            $13.59
  </TABLE>
  
  <PAGE>
                                       - 4 -
  
  <TABLE>
  <CAPTION>
                                                       PROPOSED             PROPOSED
                                         AMOUNT         MAXIMUM              MAXIMUM            AMOUNT OF
      TITLE OF SECURITIES                TO BE       OFFERING PRICE         AGGREGATE         REGISTRATION
       TO BE REGISTERED                REGISTERED     PER SHARE(1)        OFFERING PRICE          FEE(2)
      -------------------              ----------    --------------       --------------      ------------
  <S>                                   <C>           <C>                 <C>                   <C>
  Common Stock (Par Value $.125)            1,733        $105.67           $183,126.11            $45.78
  Common Stock (Par Value $.125)           54,502        $108.56         $5,916,737.12         $1,479.18
  Common Stock (Par Value $.125)              173        $109.83            $19,000.59             $4.75
  Common Stock (Par Value $.125)            3,466        $111.80           $387,498.80            $96.87
  Common Stock (Par Value $.125)            1,733        $112.52           $194,997.16            $48.75
  Common Stock (Par Value $.125)              519        $114.16            $59,249.04            $14.81
  Common Stock (Par Value $.125)            1,299        $117.64           $152,814.36            $38.20
  Common Stock (Par Value $.125)            6,932        $119.73           $829,968.36           $207.49
  Common Stock (Par Value $.125)              866        $120.89           $104,690.74            $26.17
  Common Stock (Par Value $.125)            3,466        $124.78           $432,487.48           $108.12
  Common Stock (Par Value $.125)            4,202        $135.26           $568,362.52           $142.09
  Common Stock (Par Value $.125)            5,372        $157.25           $844,747.00           $211.19
  Common Stock (Par Value $.125)           50,863        $166.98         $8,493,103.74         $2,123.28
  Common Stock (Par Value $.125)              866        $169.24           $146,561.84            $36.64
  
  NON-STATUTORY STOCK OPTION
  AGREEMENT BY AND BETWEEN
  ROBERT M. DUTKOWSKY AND
  GENRAD, INC.
  Common Stock (Par Value $.125)           86,650         $42.56         $3,687,824.00           $921.96
  
  TOTAL:                                1,157,450                       $86,306,091.31        $21,576.48
                                        ==========                      ==============        ==========
                                            shares
  
  Common Stock Purchase Rights(3)           --             --                 --
  
  </TABLE>
  
  
  ================================================================================
  
  (1)      Such shares are issuable upon exercise of outstanding options with
           fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering
           price and the fee have been computed upon the basis of the price at
           which the options may be exercised. The offering price per share set
           forth for such shares is the exercise price per share at which such
           options are exercisable.
  
  (2)      Calculated pursuant to Section 6(b) of the Securities Act of 1993.
  
  (3)      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>
  
                                       - 5 -
  
                                       PART I
  
  ITEM 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors and others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees, directors and others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Commission and
  the instructions to Form S-8, such documents are not being filed with the
  Commission either as part of this Registration Statement or as prospectuses or
  prospectus supplements pursuant to Rule 424.
  
                                       PART II
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by the Registrant with the Commission
  pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
  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, July 1, 2001, and September 30, 2001 and
                  the Registrant's Current Reports on Form 8-K dated filed on
                  October 18, 2001, October 19, 2001 and October 24, 2001 (all
                  with 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.
  
           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 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
  <PAGE>
  
                                       - 6 -
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 67 of the Massachusetts Business Corporation Law provides that
  a corporation may indemnify its directors and officers to the extent specified
  in or authorized by (i) the articles of organization, (ii) the by-law adopted by
  the shareholders, or (iii) a vote adopted by the holders of a majority of the
  shares of stock entitled to vote on the election of directors. In all instances,
  the extent to which a corporation provides indemnification to its directors and
  officers under Section 67 is optional. Teradyne's Amended and Restated By-laws
  provide that each director and officer shall be indemnified by Teradyne against
  liabilities and expenses in connection with any legal proceeding to which such
  officer or director may become a party by reason of being or having been an
  officer or director, provided that such officer or director acted in good faith
  in the reasonable belief that his or her action was in the best interests of
  Teradyne. Reference is made to Teradyne's Amended and Restated By-laws filed as
  Exhibit 3.3 to its Annual Report on Form 10-K for the fiscal year ended December
  31, 1996 (File No. 001-06462).
  
           Teradyne maintains directors and officers liability insurance for the
  benefit of its directors and its officers.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  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)*
  
            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       GenRad, Inc. 1991 Equity Incentive Plan**
  
            4.5       GenRad, Inc. 1991 Directors' Stock Option Plan**
  
  <PAGE>
  
                                       - 7 -
  
            4.6       GenRad, Inc. 1997 Non-Qualified Employee Stock Option
                      Plan**
  
            4.7       GenRad, Inc. Non-Statutory Stock Option Agreement by
                      and between Robert M. Dutkowsky and GenRad, Inc.**
  
            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.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                    are being made, a post-effective amendment to this
                    registration statement:
  
                             (i) To include any prospectus required by Section
                             10(a)(3) of the Securities Act of 1933;
  
                             (ii) To reflect in the prospectus any facts or events
                             arising after the effective date of the registration
                             statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in the registration statement.
                             Notwithstanding the foregoing, any increase or
                             decrease in volume of securities offered (if the
                             total dollar value of securities offered would not
                             exceed that which was registered) and any deviation
                             from the low or high end of the estimated maximum
                             offering range may be reflected in the form of
                             prospectus filed with the Commission pursuant to Rule
                             424(b) if, in the aggregate, the changes in volume
                             and price represent no more than a 20 percent change
                             in the maximum aggregate offering price set forth in
                             the "Calculation of Registration Fee" table in the
                             effective registration statement;
  
  <PAGE>
  
                                       - 8 -
  
                             (iii) To include any material information with
                             respect to the plan of distribution not previously
                             disclosed in the registration statement or any
                             material change to such information in the
                             registration statement.
  
                    (2) That, for the purpose of determining any liability under
                    the Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating to
                    the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof;
  
                    (3) To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
           (b) The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the Registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Securities Exchange Act of 1934 (and, where applicable,
           each filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Securities Exchange Act of 1934) that is
           incorporated by reference in the registration statement shall be deemed
           to be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Securities and Exchange Commission such indemnification
           is against public policy as expressed in the Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the Registrant of expenses
           incurred or paid by a director, officer or controlling person of the
           Registrant in the successful defense of any action, suit or proceeding)
           is asserted by such director, officer or controlling person in
           connection with the securities being registered, the Registrant will,
           unless in the opinion of its counsel the matter has been settled by
           controlling precedent, submit to a court of appropriate jurisdiction
           the question whether such indemnification by it is against public
           policy as expressed in the Act and will be governed by the final
           adjudication of such issue.
  
  <PAGE>
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, 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
  19th day of November, 2001.
  
                                   Teradyne, Inc.
  
  
                                   By: /s/ Gregory R. Beecher
                                       -------------------------------------------
                                       Gregory R. Beecher
                                       Vice President and Chief Financial Officer
  
  
  <PAGE>
  
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Teradyne, Inc., hereby
  severally constitute and appoint George W. Chamillard, and Gregory R. Beecher,
  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, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  
                SIGNATURE                                CAPACITY                         DATE
                ---------                                --------                         ----
  <S>                                     <C>                                       <C>
  /s/ George W. Chamillard                Chief Executive Officer, President        November 19, 2001
  ------------------------------------    and Chairman (Principal Executive
  George W. Chamillard                    Officer)
  
  
  /s/ Gregory R. Beecher                  Vice President and Chief Financial        November 19, 2001
  ------------------------------------    Officer (Principal Financial Officer)
  Gregory R. Beecher
  
  
  /s/ Richard Macdonald                   Controller (Principal Accounting          November 19, 2001
  ------------------------------------    Officer)
  Richard MacDonald
  
  
  /s/ James W. Bagley                     Director                                  November 19, 2001
  ------------------------------------
  James W. Bagley
  
  
  /s/ Albert Carnesale                    Director                                  November 19, 2001
  ------------------------------------
  Albert Carnesale
  
  
  /s/ Daniel S. Gregory                   Director                                  November 19, 2001
  ------------------------------------
  Daniel S. Gregory
  
  /s/ Dwight H. Hibbard
  ------------------------------------    Director                                  November 19, 2001
  Dwight H. Hibbard
  
  
  /s/ John P. Mulroney                    Director                                  November 19, 2001
  ------------------------------------
  John P. Mulroney
  </TABLE>
  
  <PAGE>
  
  <TABLE>
  <S>                                     <C>                                       <C>
  -------------------------------------   Director
  Vincent M. O'Reilly
  
  
  /s/ Richard J. Testa                    Director                                  November 19, 2001
  ------------------------------------
  Richard J. Testa
  
  
  /s/ Roy A. Vallee                       Director                                  November 19, 2001
  ------------------------------------
  Roy A. Vallee
  
  
  /s/ Patricia S. Wolpert                 Director                                  November 19, 2001
  ------------------------------------
  Patricia S. Wolpert
  </TABLE>
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  <TABLE>
  <CAPTION>
  
  
            Exhibit No.                              Description of Exhibit
            ----------                               -----------------------
  
  <S>                    <C>
                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      GenRad, Inc. 1991 Equity Incentive Plan**
  
                4.5      GenRad, Inc. 1991 Directors' Stock Option Plan**
  
                4.6      GenRad, Inc. 1997 Non-Qualified Employee Stock Option Plan**
  
                4.7      GenRad, Inc. Non-Statutory Stock Option Agreement by and between Robert M.
                         Dutkowsky and GenRad, Inc.**
  
                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)**
  </TABLE>
  
  
  
  *   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.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41012grs-8.txt", "description": "TERADYNE, INC.", "secsgml_size_bytes": 33880}]
metadata_filer: {"company-data": {"conformed-name": "TERADYNE INC", "cik": "0000097210", "assigned-sic": "3825", "irs-number": "042272148", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73700", "film-number": "1795987"}, "business-address": {"street1": "321 HARRISON AVE", "street2": "MAIL STOP H93", "city": "BOSTON", "state": "MA", "zip": "02118", "phone": "6174822700"}, "mail-address": {"street1": "321 HARRISON AVENUE", "street2": "H93", "city": "BOSTON", "state": "MA", "zip": "02118"}}
text: AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 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)
  
                            ----------------------------
  
                       GENRAD, INC. 1991 EQUITY INCENTIVE PLAN
                   GENRAD, INC. 1991 DIRECTORS' STOCK OPTION PLAN
             GENRAD, INC. 1997 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
                 NON-STATUTORY STOCK OPTION AGREEMENT BY AND BETWEEN
                        ROBERT M. DUTKOWSKY AND GENRAD, INC.
                              (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
  
  IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, AS
  AMENDED, THIS REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF
  ADDITIONAL SHARES OF COMMON STOCK AS IS NECESSARY TO ELIMINATE ANY DILUTIVE
  EFFECT OF ANY FUTURE STOCK SPLIT, STOCK DIVIDEND OR SIMILAR TRANSACTION.
  
  ================================================================================
  - 2 -
  
                           CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  PROPOSED             PROPOSED
                                         AMOUNT         MAXIMUM              MAXIMUM            AMOUNT OF
      TITLE OF SECURITIES                TO BE       OFFERING PRICE         AGGREGATE         REGISTRATION
       TO BE REGISTERED                REGISTERED     PER SHARE(1)        OFFERING PRICE          FEE(2)
      -------------------              ----------    --------------       --------------      ------------
  GENRAD, INC.
  1991 EQUITY INCENTIVE PLAN
  Common Stock (Par Value $.125)              707          $6.24             $4,411.68             $1.10
  Common Stock (Par Value $.125)              866         $25.26            $21,875.16             $5.47
  Common Stock (Par Value $.125)              779         $27.44            $21,375.76             $5.34
  Common Stock (Par Value $.125)             1213         $28.13            $34,121.69             $8.53
  Common Stock (Par Value $.125)           49,553         $33.18         $1,644,168.54           $411.04
  Common Stock (Par Value $.125)            1,733         $33.90            $58,748.70            $14.69
  Common Stock (Par Value $.125)            1,386         $43.29            $59,999.94            $15.00
  Common Stock (Par Value $.125)            1,299         $44.02            $57,181.98            $14.30
  Common Stock (Par Value $.125)           48,957         $46.52         $2,277,479.64           $569.37
  Common Stock (Par Value $.125)           60,655         $47.61         $2,887,784.55           $721.95
  Common Stock (Par Value $.125)               28         $54.10             $1,514.80             $0.38
  Common Stock (Par Value $.125)            2,166         $55.19           $119,541.54            $29.89
  Common Stock (Par Value $.125)            5,069         $72.13           $365,626.97            $91.41
  Common Stock (Par Value $.125)            1,958         $72.86           $142,659.88            $35.66
  Common Stock (Par Value $.125)            4,332         $77.19           $334,387.08            $83.60
  Common Stock (Par Value $.125)            6,932         $80.78           $559,966.96           $139.99
  Common Stock (Par Value $.125)           12,997         $82.95         $1,078,101.15           $269.53
  Common Stock (Par Value $.125)            4,332         $83.68           $362,501.76            $90.63
  Common Stock (Par Value $.125)           25,995         $89.08         $2,315,634.60           $578.91
  Common Stock (Par Value $.125)            2,599         $91.62           $238,120.38            $59.53
  Common Stock (Par Value $.125)            3,466         $92.33           $320,015.78            $80.00
  Common Stock (Par Value $.125)          163,282         $95.21        $15,546,079.22         $3,886.52
  Common Stock (Par Value $.125)            1,733         $96.29           $166,870.57            $41.72
  Common Stock (Par Value $.125)           24,608        $103.87         $2,556,032.96           $639.01
  Common Stock (Par Value $.125)           18,196        $104.59         $1,903,119.64           $475.78
  Common Stock (Par Value $.125)            2,599        $105.33           $273,752.67            $68.44
  Common Stock (Par Value $.125)            2,599        $105.69           $274,688.31            $68.67
  Common Stock (Par Value $.125)           11,611        $106.03         $1,231,114.33           $307.78
  Common Stock (Par Value $.125)            4,159        $114.33           $475,498.47           $118.87
  Common Stock (Par Value $.125)            3,466        $121.90           $422,505.40           $105.63
  Common Stock (Par Value $.125)            7,365        $123.35           $908,472.75           $227.12
  Common Stock (Par Value $.125)            3,466        $135.25           $468,776.50           $117.19
  Common Stock (Par Value $.125)           17,330        $173.11         $2,999,996.30           $750.00
  
  1991 DIRECTORS' STOCK OPTION PLAN
  Common Stock (Par Value $.125)            2,599         $50.15           $130,339.85            $32.58
  Common Stock (Par Value $.125)            2,599         $92.34           $239,991.66            $60.00
  Common Stock (Par Value $.125)            3,032        $118.32           $358,746.24            $89.69
  - 3 -
  PROPOSED             PROPOSED
                                         AMOUNT         MAXIMUM              MAXIMUM            AMOUNT OF
      TITLE OF SECURITIES                TO BE       OFFERING PRICE         AGGREGATE         REGISTRATION
       TO BE REGISTERED                REGISTERED     PER SHARE(1)        OFFERING PRICE          FEE(2)
      -------------------              ----------    --------------       --------------      ------------
  Common Stock (Par Value $.125)            3,032        $120.85           $366,417.20            $91.60
  Common Stock (Par Value $.125)            3,032        $154.39           $468,110.48           $117.03
  
  1997 NON-QUALIFIED EMPLOYEE STOCK
  OPTION PLAN
  Common Stock (Par Value $.125)            1,776         $34.57            $61,396.32            $15.35
  Common Stock (Par Value $.125)            5,025         $40.22           $202,105.50            $50.53
  Common Stock (Par Value $.125)              866         $40.76            $35,298.16             $8.82
  Common Stock (Par Value $.125)              866         $41.11            $35,601.26             $8.90
  Common Stock (Par Value $.125)            1,733         $44.00            $76,252.00            $19.06
  Common Stock (Par Value $.125)            3,466         $44.36           $153,751.76            $38.44
  Common Stock (Par Value $.125)            7,365         $45.59           $335,770.35            $83.94
  Common Stock (Par Value $.125)              866         $46.19            $40,000.54            $10.00
  Common Stock (Par Value $.125)          304,359         $46.52        $14,158,780.68         $3,539.70
  Common Stock (Par Value $.125)            1,299         $48.50            $63,001.50            $15.75
  Common Stock (Par Value $.125)              519         $50.75            $26,339.25             $6.58
  Common Stock (Par Value $.125)            1,733         $50.78            $88,001.74            $22.00
  Common Stock (Par Value $.125)            7,087         $50.86           $360,444.82            $90.11
  Common Stock (Par Value $.125)            1,039         $51.97            $53,996.83            $13.50
  Common Stock (Par Value $.125)            1,299         $52.14            $67,729.86            $16.93
  Common Stock (Par Value $.125)              866         $56.29            $48,747.14            $12.19
  Common Stock (Par Value $.125)           10,398         $57.70           $599,964.60           $149.99
  Common Stock (Par Value $.125)              519         $58.89            $30,563.91             $7.64
  Common Stock (Par Value $.125)            1,733         $60.59           $105,002.47            $26.25
  Common Stock (Par Value $.125)            2,599         $61.32           $159,370.68            $39.84
  Common Stock (Par Value $.125)              866         $64.95            $56,246.70            $14.06
  Common Stock (Par Value $.125)            8,794         $68.89           $605,818.66           $151.45
  Common Stock (Par Value $.125)            3,466         $70.69           $245,011.54            $61.25
  Common Stock (Par Value $.125)            8,665         $71.05           $615,648.25           $153.91
  Common Stock (Par Value $.125)            1,733         $75.82           $131,396.06            $32.85
  Common Stock (Par Value $.125)              866         $79.75            $69,063.50            $17.27
  Common Stock (Par Value $.125)            1,299         $81.19           $105,465.81            $26.37
  Common Stock (Par Value $.125)              866         $85.16            $73,748.56            $18.44
  Common Stock (Par Value $.125)              866         $87.69            $75,939.54            $18.98
  Common Stock (Par Value $.125)            1,733         $88.72           $153,751.76            $38.44
  Common Stock (Par Value $.125)            4,332         $90.17           $390,616.44            $97.65
  Common Stock (Par Value $.125)           10,051         $91.97           $924,390.47           $231.10
  Common Stock (Par Value $.125)              866         $93.82            $81,248.12            $20.31
  Common Stock (Par Value $.125)            1,733         $94.13           $163,127.29            $40.78
  Common Stock (Par Value $.125)            4,072         $98.11           $399,503.92            $99.88
  Common Stock (Par Value $.125)            1,862         $99.59           $185,436.58            $46.36
  Common Stock (Par Value $.125)            3,466        $101.70           $352,492.20            $88.12
  Common Stock (Par Value $.125)              866        $102.84            $89,059.44            $22.26
  Common Stock (Par Value $.125)            3,466        $103.51           $358,765.66            $89.69
  Common Stock (Par Value $.125)            7,278        $103.87           $755,965.86           $188.99
  Common Stock (Par Value $.125)              519        $104.77            $54,375.63            $13.59
  - 4 -
  PROPOSED             PROPOSED
                                         AMOUNT         MAXIMUM              MAXIMUM            AMOUNT OF
      TITLE OF SECURITIES                TO BE       OFFERING PRICE         AGGREGATE         REGISTRATION
       TO BE REGISTERED                REGISTERED     PER SHARE(1)        OFFERING PRICE          FEE(2)
      -------------------              ----------    --------------       --------------      ------------
  Common Stock (Par Value $.125)            1,733        $105.67           $183,126.11            $45.78
  Common Stock (Par Value $.125)           54,502        $108.56         $5,916,737.12         $1,479.18
  Common Stock (Par Value $.125)              173        $109.83            $19,000.59             $4.75
  Common Stock (Par Value $.125)            3,466        $111.80           $387,498.80            $96.87
  Common Stock (Par Value $.125)            1,733        $112.52           $194,997.16            $48.75
  Common Stock (Par Value $.125)              519        $114.16            $59,249.04            $14.81
  Common Stock (Par Value $.125)            1,299        $117.64           $152,814.36            $38.20
  Common Stock (Par Value $.125)            6,932        $119.73           $829,968.36           $207.49
  Common Stock (Par Value $.125)              866        $120.89           $104,690.74            $26.17
  Common Stock (Par Value $.125)            3,466        $124.78           $432,487.48           $108.12
  Common Stock (Par Value $.125)            4,202        $135.26           $568,362.52           $142.09
  Common Stock (Par Value $.125)            5,372        $157.25           $844,747.00           $211.19
  Common Stock (Par Value $.125)           50,863        $166.98         $8,493,103.74         $2,123.28
  Common Stock (Par Value $.125)              866        $169.24           $146,561.84            $36.64
  
  NON-STATUTORY STOCK OPTION
  AGREEMENT BY AND BETWEEN
  ROBERT M. DUTKOWSKY AND
  GENRAD, INC.
  Common Stock (Par Value $.125)           86,650         $42.56         $3,687,824.00           $921.96
  
  TOTAL:                                1,157,450                       $86,306,091.31        $21,576.48
                                        ==========                      ==============        ==========
                                            shares
  
  Common Stock Purchase Rights(3)           --             --                 --
  ================================================================================
  
  (1)      Such shares are issuable upon exercise of outstanding options with
           fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering
           price and the fee have been computed upon the basis of the price at
           which the options may be exercised. The offering price per share set
           forth for such shares is the exercise price per share at which such
           options are exercisable.
  
  (2)      Calculated pursuant to Section 6(b) of the Securities Act of 1993.
  
  (3)      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.
  
  ================================================================================
  - 5 -
  
                                       PART I
  
  ITEM 1.  PLAN INFORMATION.
  
           The documents containing the information specified in this Item 1 will
  be sent or given to employees, directors and others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Securities and
  Exchange Commission (the "Commission") and the instructions to Form S-8, such
  documents are not being filed with the Commission either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The documents containing the information specified in this Item 2 will
  be sent or given to employees, directors and others as specified by Rule
  428(b)(1). In accordance with the rules and regulations of the Commission and
  the instructions to Form S-8, such documents are not being filed with the
  Commission either as part of this Registration Statement or as prospectuses or
  prospectus supplements pursuant to Rule 424.
  
                                       PART II
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by the Registrant with the Commission
  pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
  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, July 1, 2001, and September 30, 2001 and
                  the Registrant's Current Reports on Form 8-K dated filed on
                  October 18, 2001, October 19, 2001 and October 24, 2001 (all
                  with 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.
  
           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 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  - 6 -
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 67 of the Massachusetts Business Corporation Law provides that
  a corporation may indemnify its directors and officers to the extent specified
  in or authorized by (i) the articles of organization, (ii) the by-law adopted by
  the shareholders, or (iii) a vote adopted by the holders of a majority of the
  shares of stock entitled to vote on the election of directors. In all instances,
  the extent to which a corporation provides indemnification to its directors and
  officers under Section 67 is optional. Teradyne's Amended and Restated By-laws
  provide that each director and officer shall be indemnified by Teradyne against
  liabilities and expenses in connection with any legal proceeding to which such
  officer or director may become a party by reason of being or having been an
  officer or director, provided that such officer or director acted in good faith
  in the reasonable belief that his or her action was in the best interests of
  Teradyne. Reference is made to Teradyne's Amended and Restated By-laws filed as
  Exhibit 3.3 to its Annual Report on Form 10-K for the fiscal year ended December
  31, 1996 (File No. 001-06462).
  
           Teradyne maintains directors and officers liability insurance for the
  benefit of its directors and its officers.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  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)*
  
            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       GenRad, Inc. 1991 Equity Incentive Plan**
  
            4.5       GenRad, Inc. 1991 Directors' Stock Option Plan**
  - 7 -
  
            4.6       GenRad, Inc. 1997 Non-Qualified Employee Stock Option
                      Plan**
  
            4.7       GenRad, Inc. Non-Statutory Stock Option Agreement by
                      and between Robert M. Dutkowsky and GenRad, Inc.**
  
            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.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                    are being made, a post-effective amendment to this
                    registration statement:
  
                             (i) To include any prospectus required by Section
                             10(a)(3) of the Securities Act of 1933;
  
                             (ii) To reflect in the prospectus any facts or events
                             arising after the effective date of the registration
                             statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in the registration statement.
                             Notwithstanding the foregoing, any increase or
                             decrease in volume of securities offered (if the
                             total dollar value of securities offered would not
                             exceed that which was registered) and any deviation
                             from the low or high end of the estimated maximum
                             offering range may be reflected in the form of
                             prospectus filed with the Commission pursuant to Rule
                             424(b) if, in the aggregate, the changes in volume
                             and price represent no more than a 20 percent change
                             in the maximum aggregate offering price set forth in
                             the "Calculation of Registration Fee" table in the
                             effective registration statement;
  - 8 -
  
                             (iii) To include any material information with
                             respect to the plan of distribution not previously
                             disclosed in the registration statement or any
                             material change to such information in the
                             registration statement.
  
                    (2) That, for the purpose of determining any liability under
                    the Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating to
                    the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof;
  
                    (3) To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
           (b) The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the Registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Securities Exchange Act of 1934 (and, where applicable,
           each filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Securities Exchange Act of 1934) that is
           incorporated by reference in the registration statement shall be deemed
           to be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Securities and Exchange Commission such indemnification
           is against public policy as expressed in the Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the Registrant of expenses
           incurred or paid by a director, officer or controlling person of the
           Registrant in the successful defense of any action, suit or proceeding)
           is asserted by such director, officer or controlling person in
           connection with the securities being registered, the Registrant will,
           unless in the opinion of its counsel the matter has been settled by
           controlling precedent, submit to a court of appropriate jurisdiction
           the question whether such indemnification by it is against public
           policy as expressed in the Act and will be governed by the final
           adjudication of such issue.
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, 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
  19th day of November, 2001.
  
                                   Teradyne, Inc.
  
                                   By: /s/ Gregory R. Beecher
                                       -------------------------------------------
                                       Gregory R. Beecher
                                       Vice President and Chief Financial Officer
  POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Teradyne, Inc., hereby
  severally constitute and appoint George W. Chamillard, and Gregory R. Beecher,
  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, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                CAPACITY                         DATE
                ---------                                --------                         ----
  /s/ George W. Chamillard                Chief Executive Officer, President        November 19, 2001
  ------------------------------------    and Chairman (Principal Executive
  George W. Chamillard                    Officer)
  
  /s/ Gregory R. Beecher                  Vice President and Chief Financial        November 19, 2001
  ------------------------------------    Officer (Principal Financial Officer)
  Gregory R. Beecher
  
  /s/ Richard Macdonald                   Controller (Principal Accounting          November 19, 2001
  ------------------------------------    Officer)
  Richard MacDonald
  
  /s/ James W. Bagley                     Director                                  November 19, 2001
  ------------------------------------
  James W. Bagley
  
  /s/ Albert Carnesale                    Director                                  November 19, 2001
  ------------------------------------
  Albert Carnesale
  
  /s/ Daniel S. Gregory                   Director                                  November 19, 2001
  ------------------------------------
  Daniel S. Gregory
  
  /s/ Dwight H. Hibbard
  ------------------------------------    Director                                  November 19, 2001
  Dwight H. Hibbard
  
  /s/ John P. Mulroney                    Director                                  November 19, 2001
  ------------------------------------
  John P. Mulroney
  -------------------------------------   Director
  Vincent M. O'Reilly
  
  /s/ Richard J. Testa                    Director                                  November 19, 2001
  ------------------------------------
  Richard J. Testa
  
  /s/ Roy A. Vallee                       Director                                  November 19, 2001
  ------------------------------------
  Roy A. Vallee
  
  /s/ Patricia S. Wolpert                 Director                                  November 19, 2001
  ------------------------------------
  Patricia S. Wolpert
  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      GenRad, Inc. 1991 Equity Incentive Plan**
  
                4.5      GenRad, Inc. 1991 Directors' Stock Option Plan**
  
                4.6      GenRad, Inc. 1997 Non-Qualified Employee Stock Option Plan**
  
                4.7      GenRad, Inc. Non-Statutory Stock Option Agreement by and between Robert M.
                         Dutkowsky and GenRad, Inc.**
  
                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.