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                                                                EXHIBIT 3.4 (iv)



                         INSTRUMENT OF ACKNOWLEDGEMENT
                         OF SATISFACTION AND DISCHARGE
                          OF INDENTURE AND SECURITIES


       KNOWN TO ALL PERSONS BY THESE PRESENTS, THAT WHEREAS, TERADYNE, INC.,
a Massachusetts corporation (hereinafter referred to as the "Company"),
heretofore executed and delivered to First Trust of California, National
Association, a national banking association, (hereinafter referred to as the
"Trustee"), as Indenture dated March 15, 1987, as amended and supplemented by
the First Supplemental Indenture dated as of December 1, 1987, the Second
Supplemental Indenture dated as of January 1, 1990, (as so amended and
supplemented, the "Indenture"), providing, among other things, for the issuance
of $15,525,000.00 in aggregate principal amount of the Company's 9 1/4%
Convertible Subordinated Debentures due 2012 (the "Securities"); and

       WHEREAS, the Company has made arrangements satisfactory to the Trustee
for the giving of notice of redemption of the Securities by the Trustee in the
name and at the expense of the Company on October 7, 1993; and

       WHEREAS, the Company has deposited with the Trustee as trust funds the
entire amount in immediately available funds sufficient to pay upon redemption
all of the Securities not hereto converted, cancelled and delivered to the
Trustee for cancellation, including principal and any interest due or to become
due to the redemption date in accordance with the provisions of Sections 8.01,
8.02 and 8.03 of the indenture; and

       WHEREAS, the Company has made a written demand that the Trustee execute 
this Instrument of Acknowledgment of Satisfaction and Discharge of Indenture 
and Securities; and
 
       WHEREAS, the Company has delivered to the Trustee an Officer's 
Certificate and an Opinion of Counsel pursuant to Section 8.01 of the
Indenture, each stating that all conditions precedent provided for the
Indenture relating to the satisfaction and discharge of the Indenture have been
complied with;

       NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
Trustee does for itself, its successors and assigns, hereby acknowledge
satisfaction of the Indenture and the Securities and does hereby discharge the
Indenture and the Securities, and the Indenture shall be of no further force
and effect; provided however it being understood that the Company's obligations
in Sections 2.03, 2.05, 2.06, 2.07, 7.07, and 8.05 and the Trustee's
obligations in Sections 8.03 and 8.05 shall survive until the Securities are no
longer outstanding.  Thereafter, the Company's obligations in Sections 7.07
with respect to indemnity shall survive for a period of seven years from the
date of
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redemption and Section 8.05 shall survive for a period of two years from the
date of redemption.

       IN WITNESS WHEREOF, FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION,
as Trustee, has caused this Instrument of Acknowledgment of Satisfaction and
Discharge of Indenture and Securities to be executed by one of First Trust of
California, National Association's Assistant Vice Presidents and the corporate
seal to be affixed hereunto, and the same to be attested by an Assistant
Secretary all as of the 4th day of January, 1994.



                                           FIRST TRUST OF CALIFORNIA, NATIONAL
                                           ASSOCIATION, as Trustee


                                           By: /s/ Jacqueline Alliegro
                                              --------------------------------
                                              Name: Jacqueline Alliegro
                                              Title:  Assistant Vice President



Attest:



By:  /s/ L.L. Lopes
   -------------------------------
Name:  L.L. Lopes
Title:   Assistant Secretary