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

                Megatest Corporation Director Stock Option Plan
                  Megatest Corporation 1990 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:

Donald G. Leka, Esq.    William B. Asher, Jr., Esq.  Harry K. Plant, Esq.
Teradyne, Inc.          Testa, Hurwitz & Thibeault   Wilson, Sonsini, Goodrich 
321 Harrison Avenue     High Street Tower            & Rosati
Boston, Massachusetts   125 High Street              Professional Corporation
02118                   Boston, Massachusetts 02110  650 Page Mill Road
                                                     Palo Alto, California 94304

                    Total of sequentially numbered pages: 38
                 Exhibit index on sequentially numbered page:9
- -------------------------------------------------------------------------------
<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> 
Megatest Corporation 1990 Stock Option Plan

Teradyne Common Stock,   580,673 shares  (1)     $23.57 (2)       $13,686,463            $4,720
$.125 par value


Megatest Corporation Director Stock Option Plan

Teradyne Common Stock,   22,728 shares  (1)      $23.57 (2)       $   535,699            $  185
$.125 par value


        TOTAL:           603,401 shares                                                  $4,905

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

      (1) Based on 663,734 Megatest Options granted as of December 1, 1995 under
the 1990 Stock Option Plan or the Director  Stock Option Plan, as applicable and
using a  conversion  ratio of 0.9091  shares of Teradyne  common  stock for each
share of Megatest common stock.

     (2) Estimated  soley for the purpose of calculating  the  registration  fee
pursuant to Rule  457(h)(1) and Rule 457(c) under the Securities Act of 1933, as
amended,  and  based  upon the  average  of the high and low sale  prices of the
Common Stock on The New York Stock Exchange on November 27, 1995.

</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 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,  1994 filed  pursuant  to the  Exchange  Act which
         contains  audited  financial  statements  for  the  fiscal  year  ended
         December 31, 1994.

         (b) The  Registrant's  Quarterly  Reports  on Form 10-Q for the  fiscal
         quarters ended April 2, 1995, July 2, 1995, as amended,  and October 1,
         1995, filed pursuant to the Exchange Act.

                  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
<PAGE>
                                      -4-

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.

         Not applicable.

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.  The  Registrant's
By-laws  provide 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,  unless such  indemnification  is
prohibited by the  Massachusetts  Business  Corporation  Law. The Registrant has
also entered into  indemnity  agreements  with each of its directors and certain
executive  officers,  which agreements  require the Registrant to indemnify such
individuals to the fullest extent permitted by Massachusetts law.

         The  Registrant's  Restated  Articles  of  Organization  eliminate  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.  The Registrant's
Articles  of  Organization,   however,   do  not  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.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.       Description of Exhibit
- -----------       ----------------------  
4.1               Megatest Corporation 1990 Stock Option Plan

4.2               Megatest Corporation Director Stock Option Plan

5.1               Opinion of Testa, Hurwitz & Thibeault
<PAGE>
                                      -5-

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

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

24.1              Power of Attorney (found on Page 8 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) (ss.  230.424(b)  of this  chapter) 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;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required to be included in the  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

                  (3) To remove from  registration by means of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,
<PAGE>
                                      -6-

         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 1st day of December, 1995.

                                                  TERADYNE, INC.


                                                  By:/s/ Owen W. Robbins
                                                     ---------------------- 
                                                     Owen W. Robbins
                                                     Executive 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,  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                   President and Chairman of the Board           December 1, 1995
- ---------------------------                   (Principal Executive Officer)                                                         
Alexander V. d'Arbeloff                       

/s/ Owen W. Robbins                           Executive Vice President and                  December 1, 1995
- -------------------                           Director                                                              
Owen W. Robbins                               (Principal Financial Officer)
                                              

/s/ Donald J. Hamman                          Controller                                    December 1, 1995
- --------------------                          (Principal Accounting Officer)                                                        
Donald J. Hamman                              

/s/ Edwin L. Artzt                            Director                                      December 1, 1995
- ------------------                                                                                          
Edwin L. Artzt

/s/ Albert Carnesale                          Director                                      December 1, 1995
- --------------------
Albert Carnesale
<PAGE>

                                      -8-

                                              Director                                      December  , 1995
- ---------------------
Daniel S. Gregory

/s/ Dwight H. Hibbard                         Director                                      December 1, 1995
- ---------------------                                                                                       
Dwight H. Hibbard

/s/ John P. Mulroney                          Director                                      December 1, 1995
- --------------------                                                                                        
John P. Mulroney

/s/ James A. Prestridge                       Director                                      December 1, 1995
- -----------------------                                                                                     
James A. Prestridge

/s/ Richard J. Testa                          Director                                      December 1, 1995
- --------------------                                                                                        
Richard J. Testa
</TABLE>




<PAGE>
                                      -9-

<TABLE>
<CAPTION>

                                 EXHIBIT INDEX


                                                                           Page Number
                                                                           in Sequentially
Exhibit No.       Description                                              Numbered Copy
- -----------       -----------                                              ---------------
<S>               <C>                                                      <C>    



4.1               Megatest Corporation 1990 Stock Option Plan              10

4.2               Megatest Corporation Director Stock Option Plan          22

5.1               Opinion of Testa, Hurwitz & Thibeault                    35

23.1              Consent of Coopers & Lybrand L.L.P.                      37

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

24.1              Power of Attorney (found on Page 8 of this Registration
                  Statement)                                               --
</TABLE>
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF MEGATEST STOCK OPTION PLANS", "secsgml_size_bytes": 22043}]
{"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": "033-64683", "film-number": "95598653"}, "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"}}
- -------------------------------------------------------------------------------
                       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)
                              --------------------

                Megatest Corporation Director Stock Option Plan
                  Megatest Corporation 1990 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:

Donald G. Leka, Esq.    William B. Asher, Jr., Esq.  Harry K. Plant, Esq.
Teradyne, Inc.          Testa, Hurwitz & Thibeault   Wilson, Sonsini, Goodrich 
321 Harrison Avenue     High Street Tower            & Rosati
Boston, Massachusetts   125 High Street              Professional Corporation
02118                   Boston, Massachusetts 02110  650 Page Mill Road
                                                     Palo Alto, California 94304

                    Total of sequentially numbered pages: 38
                 Exhibit index on sequentially numbered page:9
- -------------------------------------------------------------------------------
-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                            
===================        ============        ==============   ==============        ================
Megatest Corporation 1990 Stock Option Plan

Teradyne Common Stock,   580,673 shares  (1)     $23.57 (2)       $13,686,463            $4,720
$.125 par value

Megatest Corporation Director Stock Option Plan

Teradyne Common Stock,   22,728 shares  (1)      $23.57 (2)       $   535,699            $  185
$.125 par value

        TOTAL:           603,401 shares                                                  $4,905

======================================================================================================
(1) Based on 663,734 Megatest Options granted as of December 1, 1995 under
the 1990 Stock Option Plan or the Director  Stock Option Plan, as applicable and
using a  conversion  ratio of 0.9091  shares of Teradyne  common  stock for each
share of Megatest common stock.

     (2) Estimated  soley for the purpose of calculating  the  registration  fee
pursuant to Rule  457(h)(1) and Rule 457(c) under the Securities Act of 1933, as
amended,  and  based  upon the  average  of the high and low sale  prices of the
Common Stock on The New York Stock Exchange on November 27, 1995.
-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 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,  1994 filed  pursuant  to the  Exchange  Act which
         contains  audited  financial  statements  for  the  fiscal  year  ended
         December 31, 1994.

         (b) The  Registrant's  Quarterly  Reports  on Form 10-Q for the  fiscal
         quarters ended April 2, 1995, July 2, 1995, as amended,  and October 1,
         1995, filed pursuant to the Exchange Act.

                  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
-4-

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.

         Not applicable.

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.  The  Registrant's
By-laws  provide 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,  unless such  indemnification  is
prohibited by the  Massachusetts  Business  Corporation  Law. The Registrant has
also entered into  indemnity  agreements  with each of its directors and certain
executive  officers,  which agreements  require the Registrant to indemnify such
individuals to the fullest extent permitted by Massachusetts law.

         The  Registrant's  Restated  Articles  of  Organization  eliminate  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.  The Registrant's
Articles  of  Organization,   however,   do  not  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.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.       Description of Exhibit
- -----------       ----------------------  
4.1               Megatest Corporation 1990 Stock Option Plan

4.2               Megatest Corporation Director Stock Option Plan

5.1               Opinion of Testa, Hurwitz & Thibeault
-5-

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

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

24.1              Power of Attorney (found on Page 8 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) (ss.  230.424(b)  of this  chapter) 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;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required to be included in the  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the  securities  offered  therein,  and the  offering  of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

                  (3) To remove from  registration by means of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,
-6-

         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 1st day of December, 1995.

                                                  TERADYNE, INC.

                                                  By:/s/ Owen W. Robbins
                                                     ---------------------- 
                                                     Owen W. Robbins
                                                     Executive 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,  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                   President and Chairman of the Board           December 1, 1995
- ---------------------------                   (Principal Executive Officer)                                                         
Alexander V. d'Arbeloff                       

/s/ Owen W. Robbins                           Executive Vice President and                  December 1, 1995
- -------------------                           Director                                                              
Owen W. Robbins                               (Principal Financial Officer)
                                              

/s/ Donald J. Hamman                          Controller                                    December 1, 1995
- --------------------                          (Principal Accounting Officer)                                                        
Donald J. Hamman                              

/s/ Edwin L. Artzt                            Director                                      December 1, 1995
- ------------------                                                                                          
Edwin L. Artzt

/s/ Albert Carnesale                          Director                                      December 1, 1995
- --------------------
Albert Carnesale
-8-

                                              Director                                      December  , 1995
- ---------------------
Daniel S. Gregory

/s/ Dwight H. Hibbard                         Director                                      December 1, 1995
- ---------------------                                                                                       
Dwight H. Hibbard

/s/ John P. Mulroney                          Director                                      December 1, 1995
- --------------------                                                                                        
John P. Mulroney

/s/ James A. Prestridge                       Director                                      December 1, 1995
- -----------------------                                                                                     
James A. Prestridge

/s/ Richard J. Testa                          Director                                      December 1, 1995
- --------------------                                                                                        
Richard J. Testa
-9-
EXHIBIT INDEX

                                                                           Page Number
                                                                           in Sequentially
Exhibit No.       Description                                              Numbered Copy
- -----------       -----------                                              ---------------
4.1               Megatest Corporation 1990 Stock Option Plan              10

4.2               Megatest Corporation Director Stock Option Plan          22

5.1               Opinion of Testa, Hurwitz & Thibeault                    35

23.1              Consent of Coopers & Lybrand L.L.P.                      37

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

24.1              Power of Attorney (found on Page 8 of this Registration
                  Statement)                                               --