As filed with the Securities and Exchange Commission on June 9, 1998

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 Identification No.)
       Incorporation or Organization)

                               321 Harrison Avenue
                           Boston, Massachusetts 02118
                    (Address of Principal Executive Offices)
                    ----------------------------------------

                Teradyne, Inc. 1996 Employee Stock Purchase Plan
                 Teradyne, Inc. 1997 Employee Stock Option Plan
                            (Full Title of the Plan)
                -------------------------------------------------

                              Jeffrey R. Hotchkiss
                   Vice President and 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:
          Donald G. Leka, Esq.                  William B. Asher, Jr., Esq.
          Teradyne, Inc.                        Testa, Hurwitz & Thibeault, LLP
          321 Harrison Avenue                   High Street Tower
          oston, Massachusetts 02118            125 High Street
                                                Boston, Massachusetts 02110



===============================================================================


<PAGE>
<TABLE>
                                                       


===================================================================================================================

                         CALCULATION OF REGISTRATION FEE

===================================================================================================================
<CAPTION>



                                                    Proposed Maximum        Proposed Maximum
Title of Securities       Amount to be               Offering Price             Aggregate            Amount of
 to be Registered          Registered                  Per Share             Offering Price       Registration Fee
 ----------------       -----------------          -----------------       -----------------      -----------------
<S>                     <C>                        <C>                     <C>                    <C> 

Teradyne, Inc. 1996 Employee Stock Purchase Plan

Teradyne Common Stock,   2,000,000 shares               $28.59 (1)          $ 57,187,500.00          $16,870.00
$.125 par value


Teradyne, Inc. 1997 Employee Stock Option Plan

Teradyne Common Stock,   6,000,000 shares               $28.59 (1)          $171,562,500.00          $50,611.00
$.125 par value


<FN>

      (1) None of such shares are subject to outstanding  options.  The exercise
price of such options  shall be  determined  at the time of grant.  Accordingly,
pursuant to Rule 457(h)(1),  the price of $28.59 per share, which is the average
of the high and low prices  reported  on the New York Stock  Exchange on June 8,
1998, is set forth solely for purposes of calculating the filing fee.
</FN>
</TABLE>
                                    
<PAGE>


      This Registration  Statement registers  additional  securities of the same
class as other  securities  for which  Registration  Statements on Form S-8 (No.
333-07177)  relating to Teradyne,  Inc.'s 1996 Employee  Stock Purchase Plan and
Form S-8 (No. 333-26045) relating to Teradyne, Inc.'s 1997 Employee Stock Option
Plan have  been  filed.  Pursuant  to  General  Instruction  E of Form S-8,  the
contents of the above-listed  Registration Statements are hereby incorporated by
reference.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 (the  "Exchange  Act"),  are
incorporated in this Registration  Statement by reference as of their respective
dates (File No. 1-6462):

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
         ended  December  31,  1997 filed  pursuant  to the  Exchange  Act which
         contains  audited  financial  statements  for  the  fiscal  year  ended
         December 31, 1997.

         (b) All other  documents  filed by the  Registrant  pursuant to Section
         13(a) or 15(d) of the  Exchange  Act since the end of the  fiscal  year
         covered by the annual report referred to in (a) above.

         (c) The section entitled "Description of Registrant's  Securities to be
         Registered"  contained in the  Registrant's  Registration  Statement on
         Form 8-A filed  pursuant to Section  12(b) of the Exchange Act on April
         10, 1979.

         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.


<PAGE>

Item 8.  Exhibits.

Exhibit No. Description of Exhibit
----------- ----------------------

5.1         Opinion of Testa, Hurwitz & Thibeault, LLP

23.1        Consent of Coopers & Lybrand L.L.P.

23.2        Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)

24.1        Power of Attorney (included as part of the signature page to this 
            Registration Statement).

<PAGE>

                                   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 Boston, Massachusetts, on the 9th day of June, 1998.

                                 TERADYNE, INC.


                                 By: /s/ Jeffrey R. Hotchkiss
                                     ------------------------
                                     Jeffrey R. Hotchkiss
                                     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 Alexander V. d'Arbeloff,  Jeffrey R. Hotchkiss
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 and in our
names in the  capacities  indicated  below,  the  Registration  Statement  filed
herewith  and  any  and  all  amendments   thereto   (including   post-effective
amendments),  and generally to do all such 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, and all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

      Signature                               Title(s)                                      Date
      ----------                              ---------                                     -----
<S>                                           <C>                                           <C>

/s/ Alexander V. d'Arbeloff                   Chairman of the Board                         June 9, 1998
---------------------------
Alexander V. d'Arbeloff


/s/ George W. Chamillard                      President, Chief Executive Officer,           June 9, 1998
------------------------                      and Member of the Board
George W. Chamillard                          (Principal Executive Officer)


/s/ Jeffrey R. Hotchkiss                      Vice President and Chief Financial            June 9, 1998
------------------------                      Officer
Jeffrey R. Hotchkiss                          (Principal Financial Officer)


/s/ Donald J. Hamman                          Controller                                    June 9, 1998
--------------------                          (Principal Accounting Officer)
Donald J. Hamman

<PAGE>

/s/ James W. Bagley                           Director                                      June 9, 1998
--------------------
James W. Bagley


/s/ Albert Carnesale                          Director                                      June 9, 1998
--------------------
Albert Carnesale


/s/ Daniel S. Gregory                         Director                                      June 9, 1998
---------------------
Daniel S. Gregory


/s/ Dwight H. Hibbard                         Director                                      June 9, 1998
---------------------
Dwight H. Hibbard


/s/ John P. Mulroney                          Director                                      June 9, 1998
--------------------
John P. Mulroney


/s/ Vincent M. O'Reilly                       Director                                      June 9, 1998
-----------------------
Vincent M. O'Reilly


/s/ James A. Prestridge                       Director                                      June 9, 1998
-----------------------
James A. Prestridge


/s/ Owen W. Robbins                           Director                                      June 9, 1998
-------------------
Owen W. Robbins


/s/ Richard J. Testa                          Director                                      June 9, 1998
--------------------
Richard J. Testa


/s/ Patricia S. Wolpert                       Director                                      June 9, 1998
-----------------------
Patricia S. Wolpert
</TABLE>



<PAGE>


                                  EXHIBIT INDEX


Exhibit No. Description of Exhibit
----------- -----------------------

5.1         Opinion of Testa, Hurwitz & Thibeault, LLP

23.1        Consent of Coopers & Lybrand L.L.P.

23.2        Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)

24.1        Power of Attorney (included as part of the signature page of this 
            Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "1996 AND 1997 PLANS", "secsgml_size_bytes": 11561}]
{"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": "333-56373", "film-number": "98644549"}, "business-address": {"street1": "321 HARRISON AVE", "city": "BOSTON", "state": "MA", "zip": "02118", "phone": "6174822700"}, "mail-address": {"street1": "321 HARRISON AVENUE", "street2": "H93", "city": "BOSTON", "state": "MA", "zip": "02118"}}
As filed with the Securities and Exchange Commission on June 9, 1998

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 Identification No.)
       Incorporation or Organization)

                               321 Harrison Avenue
                           Boston, Massachusetts 02118
                    (Address of Principal Executive Offices)
                    ----------------------------------------

                Teradyne, Inc. 1996 Employee Stock Purchase Plan
                 Teradyne, Inc. 1997 Employee Stock Option Plan
                            (Full Title of the Plan)
                -------------------------------------------------

                              Jeffrey R. Hotchkiss
                   Vice President and 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:
          Donald G. Leka, Esq.                  William B. Asher, Jr., Esq.
          Teradyne, Inc.                        Testa, Hurwitz & Thibeault, LLP
          321 Harrison Avenue                   High Street Tower
          oston, Massachusetts 02118            125 High Street
                                                Boston, Massachusetts 02110

===============================================================================
===================================================================================================================

                         CALCULATION OF REGISTRATION FEE

===================================================================================================================
Proposed Maximum        Proposed Maximum
Title of Securities       Amount to be               Offering Price             Aggregate            Amount of
 to be Registered          Registered                  Per Share             Offering Price       Registration Fee
 ----------------       -----------------          -----------------       -----------------      -----------------
Teradyne, Inc. 1996 Employee Stock Purchase Plan

Teradyne Common Stock,   2,000,000 shares               $28.59 (1)          $ 57,187,500.00          $16,870.00
$.125 par value

Teradyne, Inc. 1997 Employee Stock Option Plan

Teradyne Common Stock,   6,000,000 shares               $28.59 (1)          $171,562,500.00          $50,611.00
$.125 par value
(1) None of such shares are subject to outstanding  options.  The exercise
price of such options  shall be  determined  at the time of grant.  Accordingly,
pursuant to Rule 457(h)(1),  the price of $28.59 per share, which is the average
of the high and low prices  reported  on the New York Stock  Exchange on June 8,
1998, is set forth solely for purposes of calculating the filing fee.
This Registration  Statement registers  additional  securities of the same
class as other  securities  for which  Registration  Statements on Form S-8 (No.
333-07177)  relating to Teradyne,  Inc.'s 1996 Employee  Stock Purchase Plan and
Form S-8 (No. 333-26045) relating to Teradyne, Inc.'s 1997 Employee Stock Option
Plan have  been  filed.  Pursuant  to  General  Instruction  E of Form S-8,  the
contents of the above-listed  Registration Statements are hereby incorporated by
reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 (the  "Exchange  Act"),  are
incorporated in this Registration  Statement by reference as of their respective
dates (File No. 1-6462):

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
         ended  December  31,  1997 filed  pursuant  to the  Exchange  Act which
         contains  audited  financial  statements  for  the  fiscal  year  ended
         December 31, 1997.

         (b) All other  documents  filed by the  Registrant  pursuant to Section
         13(a) or 15(d) of the  Exchange  Act since the end of the  fiscal  year
         covered by the annual report referred to in (a) above.

         (c) The section entitled "Description of Registrant's  Securities to be
         Registered"  contained in the  Registrant's  Registration  Statement on
         Form 8-A filed  pursuant to Section  12(b) of the Exchange Act on April
         10, 1979.

         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
----------- ----------------------

5.1         Opinion of Testa, Hurwitz & Thibeault, LLP

23.1        Consent of Coopers & Lybrand L.L.P.

23.2        Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)

24.1        Power of Attorney (included as part of the signature page to this 
            Registration Statement).
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 Boston, Massachusetts, on the 9th day of June, 1998.

                                 TERADYNE, INC.

                                 By: /s/ Jeffrey R. Hotchkiss
                                     ------------------------
                                     Jeffrey R. Hotchkiss
                                     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 Alexander V. d'Arbeloff,  Jeffrey R. Hotchkiss
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 and in our
names in the  capacities  indicated  below,  the  Registration  Statement  filed
herewith  and  any  and  all  amendments   thereto   (including   post-effective
amendments),  and generally to do all such 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, and all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                               Title(s)                                      Date
      ----------                              ---------                                     -----
/s/ Alexander V. d'Arbeloff                   Chairman of the Board                         June 9, 1998
---------------------------
Alexander V. d'Arbeloff

/s/ George W. Chamillard                      President, Chief Executive Officer,           June 9, 1998
------------------------                      and Member of the Board
George W. Chamillard                          (Principal Executive Officer)

/s/ Jeffrey R. Hotchkiss                      Vice President and Chief Financial            June 9, 1998
------------------------                      Officer
Jeffrey R. Hotchkiss                          (Principal Financial Officer)

/s/ Donald J. Hamman                          Controller                                    June 9, 1998
--------------------                          (Principal Accounting Officer)
Donald J. Hamman
/s/ James W. Bagley                           Director                                      June 9, 1998
--------------------
James W. Bagley

/s/ Albert Carnesale                          Director                                      June 9, 1998
--------------------
Albert Carnesale

/s/ Daniel S. Gregory                         Director                                      June 9, 1998
---------------------
Daniel S. Gregory

/s/ Dwight H. Hibbard                         Director                                      June 9, 1998
---------------------
Dwight H. Hibbard

/s/ John P. Mulroney                          Director                                      June 9, 1998
--------------------
John P. Mulroney

/s/ Vincent M. O'Reilly                       Director                                      June 9, 1998
-----------------------
Vincent M. O'Reilly

/s/ James A. Prestridge                       Director                                      June 9, 1998
-----------------------
James A. Prestridge

/s/ Owen W. Robbins                           Director                                      June 9, 1998
-------------------
Owen W. Robbins

/s/ Richard J. Testa                          Director                                      June 9, 1998
--------------------
Richard J. Testa

/s/ Patricia S. Wolpert                       Director                                      June 9, 1998
-----------------------
Patricia S. Wolpert
EXHIBIT INDEX

Exhibit No. Description of Exhibit
----------- -----------------------

5.1         Opinion of Testa, Hurwitz & Thibeault, LLP

23.1        Consent of Coopers & Lybrand L.L.P.

23.2        Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1)

24.1        Power of Attorney (included as part of the signature page of this 
            Registration Statement)