As filed with the Securities and Exchange Commission on July 31, 1997     

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

                       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        (I.R.S. Employer Identification No.)
         Incorporation or Organization)

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

           Teradyne, Inc. 1996 Non-Employee Director 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
Boston, 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 Per     Aggregate Offering        Amount of  
to be Registered         Registered                       Share                  Price           Registration Fee
-------------------      ----------                       -----                  -----           ----------------  
<S>                      <C>                           <C>                 <C>                  <C>    
                                                                                
 
Teradyne, Inc. 1996 Non-Employee Director Stock Option Plan

Teradyne Common Stock,   800,000 shares                 $42.38 (1)          $33,296,250.00           $10,090.00
$.125 par value

===================================================================================================================
<FN>

     (1) 52,500 of such shares are subject to outstanding  options. The exercise
price  of  such  options  of  $30.88  was  determined  at  the  time  of  grant.
Accordingly, pursuant to Rule 457(h)(1), the price of $42.38 per share, which is
the average of the high and low prices  reported on the New York Stock  Exchange
on July 29, 1997, is set forth solely for purposes of calculating the filing fee
with respect to the 747,500 remaining  ungranted options.  The exercise price of
$30.88 per share shall be used to  calculate  the filing fee with respect to the
52,500 outstanding options.
</FN>
</TABLE>
                                      -2-
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         The documents containing the information  specified in this Item 1 will
be sent or  given  to  employees,  directors  or  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 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

               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,  1996 filed  pursuant  to the  Exchange  Act which
         contains  audited  financial  statements  for  the  fiscal  year  ended
         December 31, 1996.

         (b) The Registrants Quarterly Report on Form 10-Q for the quarter ended
         March 30,  1997  filed  pursuant  to the  Exchange  Act which  contains
         unaudited financial statements for the quarter ended March 30, 1997.

         (c) 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.

         (d) 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

                                      -3-
<PAGE>

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.

         The validity of the Common Stock  offered  hereby has been passed on by
Testa, Hurwitz & Thibeault,  LLP, 125 High Street, Boston,  Massachusetts 02110,
which serves as general counsel to the Registrant. Richard J. Testa, a member of
the  firm  and  Clerk,  Secretary  and  a  director  of  the  Registrant,  owned
beneficially  32,000  shares of Common  Stock of the  Registrant  as of April 7,
1997.

Item 6.  Indemnification of Directors and Officers.

         Section 67 of the Massachusetts Business Corporation Law ("Section 67")
provides  that a  corporation  may  indemnify  its directors and officers to the
extent  specified in or authorized by (i) the articles of  organization,  (ii) a
by-law adopted by the stockholders,  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. Section 2 of Article VI
of the Registrant's Amended and Restated By-laws provides that each director and
officer shall be indemnified by the Registrant 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 of the
Registrant or of any organization in which the Registrant directly or indirectly
owns shares or of which the  Registrant  is a creditor,  and  provides  that the
Board  of  Directors  of  the  Registrant  may,  without  stockholder  approval,
authorize the Registrant to enter into  agreements,  including any amendments or
modifications  thereto,  with any of its  directors  or officers  providing  for
indemnification  of such person to the maximum extent permitted under applicable
law and the  Registrant's  Restated  Articles of Organization,  as amended,  and
Amended and Restated By-Laws.

         Article  Six of the  Registrant's  Restated  Articles  of  Organization
("Article Six") eliminates the personal liability of the Registrant's  directors
for  monetary  damages for breach of their  fiduciary  duty as  directors to the
Registrant and its stockholders,  notwithstanding  any provision of law imposing
such  liability.  Article  Six does not,  however,  eliminate  liability  of the
Registrant's  directors (i) for breach of the director's  duty of loyalty to the
Registrant or its stockholders,  (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 61 or 62 of the Massachusetts  Business Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.

         The  Registrant and its directors and officers are covered by liability
insurance. In addition, the directors and officers of the Registrant are covered
by individual indemnification agreements with the Registrant.

Item 7.  Exemption From Registration Claimed.

         Not applicable.
                                      -4-
<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 Price Waterhouse

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

24.1              Power of Attorney 
                    (found on Page 7 of this Registration Statement)

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% change in the
                           maximum  aggregate  offering  price  set forth in the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective registration statement;

                           (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;

                                      -5-
<PAGE>

                  (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.

                                      -6-
<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 31st day of July, 1997.

                                                    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 George W. Chamillard,  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/ George W. Chamillard                      President and Director                        July 31, 1997
---------------------------                   (Principal Executive Officer)               
George W. Chamillard                          

/s/ Jeffrey R. Hotchkiss                      Vice President and                            July 31, 1997
---------------------------                   Chief Financial Officer                       
Jeffrey R. Hotchkiss                          (Principal Financial Officer)

/s/ Alexander V. d'Arbeloff                   Chairman of the Board                         July 31, 1997
---------------------------                                           
Alexander V. d'Arbeloff                       
                            
/s/ Donald J. Hamman                          Controller                                    July 31, 1997
---------------------------                   (Principal Accounting Officer)                  
Donald J. Hamman                                                     

/s/ James A. Prestridge                       Director                                      July 31, 1997
---------------------------                                                   
James A. Prestridge                           


                                      -7-
<PAGE>



/s/ Owen W. Robbins                           Director                                      July 31, 1997
---------------------------                                                         
Owen W. Robbins

/s/ James W. Bagley                           Director                                      July 31, 1997
---------------------------                                                         
James W. Bagley

/s/ Albert Carnesale                          Director                                      July 31, 1997
---------------------------                                                        
Albert Carnesale

/s/ Daniel S. Gregory                         Director                                      July 31, 1997
---------------------------                                                        
Daniel S. Gregory

/s/ Dwight H. Hibbard                         Director                                      July 31, 1997
---------------------------                                                        
Dwight H. Hibbard

/s/ John P. Mulroney                          Director                                      July 31, 1997
---------------------------                                                         
John P. Mulroney

/s/ Richard J. Testa                          Director                                      July 31, 1997   
---------------------------                                                       
Richard J. Testa

/s/ Patricia S. Wolpert                       Director                                      July 31, 1997
---------------------------                                                        
Patricia S. Wolpert
</TABLE>
                                      -8-
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "1996 NON-EE DIRECTOR STOCK OPTION PLAN", "secsgml_size_bytes": 21653}]
{"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": "333-32547", "film-number": "97649171"}, "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 July 31, 1997     

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

                       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        (I.R.S. Employer Identification No.)
         Incorporation or Organization)

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

           Teradyne, Inc. 1996 Non-Employee Director 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
Boston, Massachusetts 02118                      125 High Street
                                                 Boston, Massachusetts 02110

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

                         CALCULATION OF REGISTRATION FEE

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

Teradyne Common Stock,   800,000 shares                 $42.38 (1)          $33,296,250.00           $10,090.00
$.125 par value

===================================================================================================================
(1) 52,500 of such shares are subject to outstanding  options. The exercise
price  of  such  options  of  $30.88  was  determined  at  the  time  of  grant.
Accordingly, pursuant to Rule 457(h)(1), the price of $42.38 per share, which is
the average of the high and low prices  reported on the New York Stock  Exchange
on July 29, 1997, is set forth solely for purposes of calculating the filing fee
with respect to the 747,500 remaining  ungranted options.  The exercise price of
$30.88 per share shall be used to  calculate  the filing fee with respect to the
52,500 outstanding options.
-2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         The documents containing the information  specified in this Item 1 will
be sent or  given  to  employees,  directors  or  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 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

               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,  1996 filed  pursuant  to the  Exchange  Act which
         contains  audited  financial  statements  for  the  fiscal  year  ended
         December 31, 1996.

         (b) The Registrants Quarterly Report on Form 10-Q for the quarter ended
         March 30,  1997  filed  pursuant  to the  Exchange  Act which  contains
         unaudited financial statements for the quarter ended March 30, 1997.

         (c) 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.

         (d) 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

                                      -3-
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.

         The validity of the Common Stock  offered  hereby has been passed on by
Testa, Hurwitz & Thibeault,  LLP, 125 High Street, Boston,  Massachusetts 02110,
which serves as general counsel to the Registrant. Richard J. Testa, a member of
the  firm  and  Clerk,  Secretary  and  a  director  of  the  Registrant,  owned
beneficially  32,000  shares of Common  Stock of the  Registrant  as of April 7,
1997.

Item 6.  Indemnification of Directors and Officers.

         Section 67 of the Massachusetts Business Corporation Law ("Section 67")
provides  that a  corporation  may  indemnify  its directors and officers to the
extent  specified in or authorized by (i) the articles of  organization,  (ii) a
by-law adopted by the stockholders,  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. Section 2 of Article VI
of the Registrant's Amended and Restated By-laws provides that each director and
officer shall be indemnified by the Registrant 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 of the
Registrant or of any organization in which the Registrant directly or indirectly
owns shares or of which the  Registrant  is a creditor,  and  provides  that the
Board  of  Directors  of  the  Registrant  may,  without  stockholder  approval,
authorize the Registrant to enter into  agreements,  including any amendments or
modifications  thereto,  with any of its  directors  or officers  providing  for
indemnification  of such person to the maximum extent permitted under applicable
law and the  Registrant's  Restated  Articles of Organization,  as amended,  and
Amended and Restated By-Laws.

         Article  Six of the  Registrant's  Restated  Articles  of  Organization
("Article Six") eliminates the personal liability of the Registrant's  directors
for  monetary  damages for breach of their  fiduciary  duty as  directors to the
Registrant and its stockholders,  notwithstanding  any provision of law imposing
such  liability.  Article  Six does not,  however,  eliminate  liability  of the
Registrant's  directors (i) for breach of the director's  duty of loyalty to the
Registrant or its stockholders,  (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 61 or 62 of the Massachusetts  Business Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.

         The  Registrant and its directors and officers are covered by liability
insurance. In addition, the directors and officers of the Registrant are covered
by individual indemnification agreements with the Registrant.

Item 7.  Exemption From Registration Claimed.

         Not applicable.
                                      -4-
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 Price Waterhouse

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

24.1              Power of Attorney 
                    (found on Page 7 of this Registration Statement)

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% change in the
                           maximum  aggregate  offering  price  set forth in the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective registration statement;

                           (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;

                                      -5-
(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.

                                      -6-
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Boston, Massachusetts, on the 31st day of July, 1997.

                                                    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 George W. Chamillard,  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/ George W. Chamillard                      President and Director                        July 31, 1997
---------------------------                   (Principal Executive Officer)               
George W. Chamillard                          

/s/ Jeffrey R. Hotchkiss                      Vice President and                            July 31, 1997
---------------------------                   Chief Financial Officer                       
Jeffrey R. Hotchkiss                          (Principal Financial Officer)

/s/ Alexander V. d'Arbeloff                   Chairman of the Board                         July 31, 1997
---------------------------                                           
Alexander V. d'Arbeloff                       
                            
/s/ Donald J. Hamman                          Controller                                    July 31, 1997
---------------------------                   (Principal Accounting Officer)                  
Donald J. Hamman                                                     

/s/ James A. Prestridge                       Director                                      July 31, 1997
---------------------------                                                   
James A. Prestridge                           

                                      -7-
/s/ Owen W. Robbins                           Director                                      July 31, 1997
---------------------------                                                         
Owen W. Robbins

/s/ James W. Bagley                           Director                                      July 31, 1997
---------------------------                                                         
James W. Bagley

/s/ Albert Carnesale                          Director                                      July 31, 1997
---------------------------                                                        
Albert Carnesale

/s/ Daniel S. Gregory                         Director                                      July 31, 1997
---------------------------                                                        
Daniel S. Gregory

/s/ Dwight H. Hibbard                         Director                                      July 31, 1997
---------------------------                                                        
Dwight H. Hibbard

/s/ John P. Mulroney                          Director                                      July 31, 1997
---------------------------                                                         
John P. Mulroney

/s/ Richard J. Testa                          Director                                      July 31, 1997   
---------------------------                                                       
Richard J. Testa

/s/ Patricia S. Wolpert                       Director                                      July 31, 1997
---------------------------                                                        
Patricia S. Wolpert
-8-