Filed pursuant to Rule 424(b)(3)
                                                              File No. 333-75632

                              Prospectus Supplement
                     (To Prospectus dated February 14, 2002)


                                 TERADYNE, INC.

                                  $400,000,000

             3.75% CONVERTIBLE SENIOR NOTES DUE OCTOBER 15, 2006 AND
           THE COMMON STOCK ISSUABLE UPON THE CONVERSION OF THE NOTES

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     This prospectus supplement relates to the resale by the holders of
Teradyne, Inc. 3.75% Convertible Senior Notes due October 15, 2006 and the
shares of common stock, par value $.125 per share, issuable upon the conversion
of the notes.

     This prospectus supplement should be read in conjunction with, and may not
be delivered or utilized without, the prospectus dated February 14, 2002. The
terms of the notes are set forth in the prospectus.

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     SEE THE "RISK FACTORS" BEGINNING ON PAGE 5 OF THE PROSPECTUS TO READ ABOUT
FACTORS THAT YOU SHOULD CONSIDER BEFORE BUYING THE NOTES OR THE COMMON STOCK.

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

     The information in the table appearing under the heading "Selling
Securityholders" in the prospectus is amended by adding the information below
with respect to the person listed below that has not previously been listed in
the prospectus:



                                               PRINCIPAL AMOUNT AT                             NUMBER OF
                                                MATURITY OF NOTES        PERCENTAGE OF        CONVERSION
                                                BENEFICIALLY OWNED           NOTES            SHARES THAT
NAME                                             THAT MAY BE SOLD         OUTSTANDING         MAY BE SOLD
----                                           -------------------       -------------        -----------
                                                                                       
Deutsche Bank Securities Inc.                       4,923,000                1.23%              189,345

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             The date of this Prospectus Supplement is May 8, 2002.