8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported)

                                  May 20, 2002


                                 CERADYNE, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                    000-13059                  33-0055414
(State or other jurisdiction    (Commission File Number)        (IRS Employer
       of incorporation)                                     Identification No.)



    3169 Red Hill Avenue, Costa Mesa, CA                        92626
  (Address of principal executive offices)                   (Zip Code)

       Registrant's telephone number, including area code: (714) 549-0421



                             Exhibit Index on page 4



                                       1



Item 4. - Changes in Registrant's Certifying Accountant

     On May 20, 2002, Ceradyne, Inc. dismissed its independent auditors, Arthur
Andersen LLP, and engaged PricewaterhouseCoopers LLP as its new independent
auditors. The change in auditors became effective on May 20, 2002. This
determination followed Ceradyne's decision to seek proposals from independent
accountants to audit its financial statements, and was approved by Ceradyne's
Board of Directors upon the recommendation of its Audit Committee.
PricewaterhouseCoopers will audit the financial statements of Ceradyne for the
fiscal year ending December 31, 2002.

     The audit reports of Arthur Andersen on the consolidated financial
statements of Ceradyne as of and for the fiscal years ended December 31, 2000
and December 31, 2001 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.

     During the two most recent fiscal years of Ceradyne ended December 31,
2001, and the subsequent interim period through May 20, 2002, there were no
disagreements between Ceradyne and Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

     None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K have occurred within the two most recent fiscal years of Ceradyne
ended December 31, 2001 or within the interim period through May 20, 2002.

     During the two most recent fiscal years of Ceradyne ended December 31,
2001, and the subsequent interim period through May 20, 2002, Ceradyne did not
consult with PricewaterhouseCoopers regarding any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 7.

     (c) Exhibits.

Exhibit Number                       Description

     16.1     Letter of Arthur Anderson LLP regarding change in independent
              public accountants.


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Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        CERADYNE, INC.



May 28, 2002                            By:  /s/ Howard F. George
                                           -------------------------------------
                                             Howard F. George,
                                             Vice President Finance, Chief
                                             Financial Officer and Secretary



                                       3




                                  EXHIBIT INDEX


Exhibit Number                              Description

     16.1          Letter of Arthur Andersen LLP regarding change in independent
                   public accountants.




                                       4

EX-16.1

                                                                    EXHIBIT 16.1

[LETTERHEAD OF ARTHUR ANDERSEN, LLP]

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

May 24, 2002

Dear Sirs/Madam:

We have read the paragraphs of Item 4 included in the Form 8-K dated May 20,
2002 of Ceradyne, Inc. to be filed with the Securities and Exchange Commission
and are in agreement with the statements contained therein.

Very truly yours,

/s/ Arthur Andersen, LLP

Copy to:
Mr. Howard George, Chief Financial Officer, Ceradyne, Inc.