Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Moriarty Tim
   2. Issuer Name and Ticker or Trading Symbol
NEXTEST SYSTEMS CORP [NEXT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
(Last)
(First)
(Middle)
875 EMBEDDED WAY		 3. Date of Earliest Transaction (Month/Day/Year)
01/24/2008
(Street)

SAN JOSE, CA 95138		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/24/2008   U   203,000 D $ 20 46,000 D  
Common Stock 01/24/2008   U   6,000 D $ 20 40,000 I As custodian of minor daughter
Common Stock 01/24/2008   U   40,000 D (1) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $ 12.46 01/24/2008   D     250,000   (2) 03/07/2017 Common Stock 250,000 (2) 117,500 D  
Employee Stock Option $ 0.02 01/24/2008   D     100,000   (4) 01/15/2010 Common Stock 100,000 (3) 17,500 D  
Employee Stock Option $ 1 01/24/2008   D     17,500 07/23/2007(5) 10/17/2012 Common Stock 17,500 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Moriarty Tim
875 EMBEDDED WAY
SAN JOSE, CA 95138		       President  

Signatures

 /s/ James Moniz   01/25/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to merger agreement between issuer and Teradyne, Inc. and replaced with 85,984 Teradyne restricted stock units.
(2) This option, which provided for vesting in five equal annual installments beginning July 1, 2007, was assumed by Teradyne, Inc. in the merger and replaced with an option to purchase 567,400 shares of Teradyne common stock for $5.7964 per share.
(3) This option was assumed by Teradyne, Inc. in the merger and replaced with an option to purchase 214,960 shares of Teradyne common stock for $0.0093 per share.
(4) The options vested beginning on July 15, 2001. All options have been vested as of July 15, 2005.
(5) This option was assumed by Teradyne, Inc. in the merger and replaced with an option to purchase 37,618 shares of Teradyne common stock at $0.4652 per share.

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