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 *
CHILD MICHAEL C
  2. Issuer Name and Ticker or Trading Symbol
Eagle Test Systems, Inc. [EGLT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
JOHN HANCOCK TOWER, 200 CLARENDON ST. 56TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2008
(Street)

BOSTON, MA 02116
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 11/14/2008   D   94,338 D $ 15.65 (1) 0 I See Footnote 2 (2)

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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
Stock Option (Right to Buy) $ 12.55 11/14/2008   D     5,000 (3)   (3) 02/07/2018 Common Stock 5,000 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CHILD MICHAEL C
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
  X      

Signatures

 Michael C. Child   11/18/2008
**Signature of Reporting Person Date

 Thomas P. Alber, Attorney-in-Fact   11/18/2008
**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) Pursuant to the Agreement and Plan of Merger, dated as of September 1, 2008, by and among Teradyne, Inc., Turin Acquisition Corp., and Eagle Test Systems, Inc. (the "Merger Agreement"), each of these shares of Common Stock was converted at the Effective Time of the Merger Agreement into the right to receive $15.65 per share in cash, without interest and less any required withholding taxes (the "Merger Consideration").
(2) The reporting person may have been deemed to have an indirect pecuniary interest as a partner of TA Investors LLC in shares of Common Stock held by TA Investors LLC. The reporting person disclaimed beneficial ownership of such shares, except to the extent of the shares which he held a pecuniary interest. On 10/14/08 TA Investors LLC disposed of 21,556 shares on behalf of the reporting person.
(3) This option, which vests in 48 equal monthly installments beginning on March 7, 2008, was assumed by Teradyne in the merger and converted, based on a conversion ratio equal to the merger consideration ($15.65) divided by the average closing price of Teradyne stock for the 5 business days preceding, but not including the effective time of the merger ($4.56), into an option to purchase 17,160 shares of Teradyne common stock at an exercise price of $3.66 per share.

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