Exhibit 4.7


                                AMENDMENT NO. 6
                             TO THE CERADYNE, INC.
                           1994 STOCK INCENTIVE PLAN

     The following amendment to the 1994 Stock Incentive Plan of Ceradyne, Inc.,
a Delaware corporation (the "Company"), was duly adopted by the Board of
Directors on March 26, 2001.

     The first sentence of Section 4.1 of the Company's 1994 Stock Incentive
Plan is hereby amended to read as follows:

          "4.1  Shares Subject to the Plan.  A total of 950,000 shares of Common
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       Stock may be issued under the Plan, subject to adjustment as to the
       number and type of shares pursuant to Section 4.2 hereof."