As filed with the Securities and Exchange Commission on June 28, 1996
                                                      

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

                       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)
                              --------------------

                        1996 Employee Stock Purchase Plan
                         1991 Employee Stock Option Plan
                            (Full Title of the Plan)
                              --------------------

                                 Owen W. Robbins
                            Executive Vice President
                                 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:

                           William B. Asher, Jr., Esq.
                         Testa, Hurwitz & Thibeault, LLP
                                High Street Tower
                                 125 High Street
                           Boston, Massachusetts 02110
================================================================================
<PAGE>
                                      -2-
<TABLE>

===================================================================================================================
                         CALCULATION OF REGISTRATION FEE

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



                                                     Proposed                 Proposed
                                                     Maximum                  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>    
                                                                          

 1996 Employee Stock
 Purchase Plan

 Teradyne Common Stock,  700,000 shares               $16.75 (1)             $11,725,00          $4,043
 $.125 par value

 1991 Employee Stock
 Option Plan

 Teradyne Common Stock,  3,000,000 shares             $16.75 (1)             $50,250,000         $17,328
 $.125 par value


          TOTAL:         3,700,000 shares                                                        $21,371

===================================================================================================================
<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 $16.75  per share,   which is the
average of the high and low prices  reported  on the New York Stock  Exchange on
June 26, 1996, is set forth solely for purposes of calculating the filing fee.
</FN>
</TABLE>
<PAGE>
                                      -3-


                                     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,  directors  or  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

               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, as amended (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,  1995 filed  pursuant  to the  Exchange  Act which
         contains  audited  financial  statements  for  the  fiscal  year  ended
         December 31, 1995.

         (b) The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
         quarter ended March 31, 1996, filed pursuant to the Exchange Act.

         (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>

                                      -4-


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,   owns
beneficially 12,500 shares of Common Stock of the Registrant.

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.  Article VI ("Article
Six")  of the  Registrant's  Restated  Articles  of  Organization,  as  amended,
provides  indemnification  to the  Registrant's  directors  and  officers to the
fullest extent permitted by Massachusetts law, including  circumstances in which
indemnification  is  otherwise  discretionary.  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  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.

<PAGE>
                                      -5-

Item 8.  Exhibits.

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

4.1               1996 Employee Stock Purchase Plan

4.2               1991 Employee Stock Option Plan

5.1               Opinion of Testa, Hurwitz & Thibeault, LLP

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

23.2              Consent of Price Waterhouse LLP

23.3              Consent of Deloitte & Touche LLP

23.4              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

<PAGE>
                                      -6-

                  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>

                                      -7-


                                   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 28th day of June, 1996.

                                                TERADYNE, INC.


                                                By:/s/ Owen W. Robbins
                                                ----------------------       
                                                Owen W. Robbins,
                                                Executive Vice President


                        POWER OF ATTORNEY AND SIGNATURES

      We, the  undersigned  officers and  directors of  Teradyne,  Inc.,  hereby
severally  constitute and appoint  Alexander V. d'Arbeloff,  Owen W. Robbins 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,  as  amended,  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 and                     June 28, 1996
- ------------------------------------          Chief Executive Officer
Alexander V. d'Arbeloff                       


/s/ James A. Prestridge                       Vice Chairman of the Board and                June 28, 1996
- ------------------------------------          Executive Vice President
James A. Prestridge                           


/s/ Owen W. Robbins                           Vice Chairman of the Board and                June 28, 1996
- ------------------------------------          Executive Vice President
Owen W. Robbins                               (Principal Financial Officer)
                          

/s/ George W. Chamillard                      President, Chief Operating                    June 28, 1996
- ------------------------------------          Officer, and Member of the Board                                            
George W. Chamillard                          


<PAGE>

                                      -8-

/s/ Donald J. Hamman                          Controller                                    June 28, 1996
- ------------------------------------                                                                                 
Donald J. Hamman


/s/ Edwin L. Artzt                            Director                                      June 28, 1996
- ------------------------------------
Edwin L. Artzt


/s/ James W. Bagley                           Director                                      June 28, 1996
- ------------------------------------
James W. Bagley


/s/ Albert Carnesale                          Director                                      June 28, 1996
- ------------------------------------
Albert Carnesale


/s/ Daniel S. Gregory                         Director                                      June 28, 1996
- ------------------------------------
Daniel S. Gregory


                                              Director                                      June ___, 1996
- ------------------------------------
Dwight H. Hibbard


/s/ John P. Mulroney                          Director                                      June 28, 1996
- ------------------------------------
John P. Mulroney


/s/ Richard J. Testa                          Director                                      June 28, 1996
- ------------------------------------
Richard J. Testa
</TABLE>

<PAGE>

                                      -9-


                                  EXHIBIT INDEX



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

4.1               1996 Employee Stock Purchase Plan

4.2               1991 Employee Stock Option Plan

5.1               Opinion of Testa, Hurwitz & Thibeault, LLP

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

23.2              Consent of Price Waterhouse LLP

23.3              Consent of Deloitte & Touche LLP

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

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


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT EMPLOYEE BENEFIT PLANS", "secsgml_size_bytes": 21752}]
{"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": "333-07177", "film-number": "96588527"}, "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 28, 1996
                                                      

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

                       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)
                              --------------------

                        1996 Employee Stock Purchase Plan
                         1991 Employee Stock Option Plan
                            (Full Title of the Plan)
                              --------------------

                                 Owen W. Robbins
                            Executive Vice President
                                 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:

                           William B. Asher, Jr., Esq.
                         Testa, Hurwitz & Thibeault, LLP
                                High Street Tower
                                 125 High Street
                           Boston, Massachusetts 02110
================================================================================
-2-

===================================================================================================================
                         CALCULATION OF REGISTRATION FEE

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

 Teradyne Common Stock,  700,000 shares               $16.75 (1)             $11,725,00          $4,043
 $.125 par value

 1991 Employee Stock
 Option Plan

 Teradyne Common Stock,  3,000,000 shares             $16.75 (1)             $50,250,000         $17,328
 $.125 par value

          TOTAL:         3,700,000 shares                                                        $21,371

===================================================================================================================
(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 $16.75  per share,   which is the
average of the high and low prices  reported  on the New York Stock  Exchange on
June 26, 1996, is set forth solely for purposes of calculating the filing fee.
-3-

                                     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,  directors  or  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

               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, as amended (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,  1995 filed  pursuant  to the  Exchange  Act which
         contains  audited  financial  statements  for  the  fiscal  year  ended
         December 31, 1995.

         (b) The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
         quarter ended March 31, 1996, filed pursuant to the Exchange Act.

         (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.
-4-

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,   owns
beneficially 12,500 shares of Common Stock of the Registrant.

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.  Article VI ("Article
Six")  of the  Registrant's  Restated  Articles  of  Organization,  as  amended,
provides  indemnification  to the  Registrant's  directors  and  officers to the
fullest extent permitted by Massachusetts law, including  circumstances in which
indemnification  is  otherwise  discretionary.  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  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.
-5-

Item 8.  Exhibits.

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

4.1               1996 Employee Stock Purchase Plan

4.2               1991 Employee Stock Option Plan

5.1               Opinion of Testa, Hurwitz & Thibeault, LLP

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

23.2              Consent of Price Waterhouse LLP

23.3              Consent of Deloitte & Touche LLP

23.4              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
-6-

                  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.
-7-

                                   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 28th day of June, 1996.

                                                TERADYNE, INC.

                                                By:/s/ Owen W. Robbins
                                                ----------------------       
                                                Owen W. Robbins,
                                                Executive Vice President

                        POWER OF ATTORNEY AND SIGNATURES

      We, the  undersigned  officers and  directors of  Teradyne,  Inc.,  hereby
severally  constitute and appoint  Alexander V. d'Arbeloff,  Owen W. Robbins 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,  as  amended,  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 and                     June 28, 1996
- ------------------------------------          Chief Executive Officer
Alexander V. d'Arbeloff                       

/s/ James A. Prestridge                       Vice Chairman of the Board and                June 28, 1996
- ------------------------------------          Executive Vice President
James A. Prestridge                           

/s/ Owen W. Robbins                           Vice Chairman of the Board and                June 28, 1996
- ------------------------------------          Executive Vice President
Owen W. Robbins                               (Principal Financial Officer)
                          

/s/ George W. Chamillard                      President, Chief Operating                    June 28, 1996
- ------------------------------------          Officer, and Member of the Board                                            
George W. Chamillard
-8-

/s/ Donald J. Hamman                          Controller                                    June 28, 1996
- ------------------------------------                                                                                 
Donald J. Hamman

/s/ Edwin L. Artzt                            Director                                      June 28, 1996
- ------------------------------------
Edwin L. Artzt

/s/ James W. Bagley                           Director                                      June 28, 1996
- ------------------------------------
James W. Bagley

/s/ Albert Carnesale                          Director                                      June 28, 1996
- ------------------------------------
Albert Carnesale

/s/ Daniel S. Gregory                         Director                                      June 28, 1996
- ------------------------------------
Daniel S. Gregory

                                              Director                                      June ___, 1996
- ------------------------------------
Dwight H. Hibbard

/s/ John P. Mulroney                          Director                                      June 28, 1996
- ------------------------------------
John P. Mulroney

/s/ Richard J. Testa                          Director                                      June 28, 1996
- ------------------------------------
Richard J. Testa
-9-

                                  EXHIBIT INDEX

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

4.1               1996 Employee Stock Purchase Plan

4.2               1991 Employee Stock Option Plan

5.1               Opinion of Testa, Hurwitz & Thibeault, LLP

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

23.2              Consent of Price Waterhouse LLP

23.3              Consent of Deloitte & Touche LLP

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

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