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)

December 1, 2005

CERADYNE, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-13059		33-0055414
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer 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

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.Other Events

On December 1, 2005, Ceradyne, Inc. issued a press release announcing that it is offering to sell, subject to market and other conditions, 1,800,000 shares of its common stock in an underwritten public offering. Ceradyne intends to grant the underwriters a 30-day option to purchase up to an additional 270,000 shares of common stock to cover over-allotments. All of the shares are being offered by Ceradyne.

Ceradyne also announced in the press release that, concurrently with the offering of common stock, it is offering to sell, subject to market and other conditions, $100 million aggregate principal amount of senior subordinated convertible notes due 2035 in an underwritten public offering. Ceradyne intends to grant the underwriters a 13-day option to purchase up to an additional $10 million of notes to cover over-allotments.

The common stock offering and senior subordinated convertible note offering are being conducted as separate public offerings by means of separate prospectus supplements pursuant to a registration statement on Form S-3 (Registration Statement No. 333-129197), and the offerings are not contingent upon each other.

A copy of the press release dated December 1, 2005 is filed as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with Section 305(b) of the Trust Indenture Act of 1939, the Statement of Eligibility and Qualification on Form T-1 of Union Bank of California, National Association to act as trustee under the indenture relating to the senior subordinated convertible notes due 2035 is filed as Exhibit 25.1 to this Current Report on Form 8 K.

Item 9.01.Financial Statements and Exhibits.

(c)Exhibits.

Exhibit Number	Description
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939.
99.1	Press release of Ceradyne, Inc. dated December 1, 2005.

2

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.
December 6, 2005	By:	/s/ Jerrold J. Pellizzon
		Jerrold J. Pellizzon
		Chief Financial Officer, Vice President and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939.
99.1	Press release of Ceradyne, Inc. dated December 1, 2005.

4

EX-25.1

Exhibit 25.1

Registration Statement No. 333-129197

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

x Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

94-0304228

I.R.S. Employer Identification No.

400 California Street San Francisco, California	94104
(Address of principal executive offices)	(Zip Code)

General Counsel

Union Bank of California, National Association

400 California Street

Corporate Trust - 12^th Floor

San Francisco, CA 94104

(415) 765-2945

(Name, address and telephone number of agent for service)

CERADYNE, INC.

(Issuer with respect to the Securities)

Delaware	33-0055414
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3169 Red Hill Avenue Costa Mesa, CA	92626
(Address of Principal Executive Offices)	(Zip Code)

Ceradyne, Inc.

Senior Subordinated Convertible Notes due 2035*

*relates to a single tranche under the above referenced registration statement.

(Title of the indenture securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Office of the Comptroller of the Currency

Washington, D.C. 20219

b)Whether it is authorized to exercise corporate trust powers.

Trustee is authorized to exercise corporate trust powers.

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.  None

In answering this item, the trustee has relied, in part, upon information furnished by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information. The trustee has also examined its own books and records for the purpose of answering this item.

Item 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.*

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939.

7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

* Incorporated by reference to exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated March 17, 2003 of Star Gas Partners, L.P. file number 333-103873.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, Union Bank of California, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, State of California on the 5th day of December, 2005.

Union Bank of California, National Association
By:	/s/ Lorraine McIntire
	Lorraine McIntire Vice President

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EXHIBIT 6

CONSENT OF THE TRUSTEE

REQUIRED BY SECTION 321(b) OF THE ACT

December 5, 2005

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the proposed issuance of Senior Subordinated Convertible Notes of Ceradyne, Inc., the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that reports of examinations of the undersigned by federal, state, territorial, or district authorities authorized to make such examinations may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

Sincerely,

Union Bank of California, N.A.

By: /s/ Lorraine McIntire                    

        Corporate Trust Vice President

Exhibit 7

Page 1

Consolidated Report of Condition of

Union Bank of California, National Association

of San Francisco in the State of California, at the close of business September 30, 2005, filed in accordance with 12 U.S.C. §161 for National Banks

BALANCE SHEET

ASSETS	Dollar Amounts In Thousands
Cash and balances due from depository institutions:
Non-interest-bearing balances and currency and coin	$	2,240,882
Interest-bearing balances		674,159
Securities:
Held-to-maturity securities		0
Available-for-sale securities		9,821,368
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		1,452,200
Securities purchased under agreements to resell		1,993
Loans and lease financing receivables:
Loans and leases held for sale		11,135
Loans and leases, net of unearned income		32,941,898
Allowance for loan and lease losses		339,976
Loans and leases, net of unearned income and allowance		32,601,922
Trading assets		379,711
Premises and fixed assets		500,985
Other real estate owned		2,527
Investments in unconsolidated subsidiaries and associated companies		163
Customers’ liability to this bank on acceptances outstanding		95,205
Intangible assets:
Goodwill		452,617
Other intangible assets		47,665
Other assets		2,304,338
Total assets		50,586,870
LIABILITIES
Deposits:
In domestic offices		41,205,236
Noninterest-bearing		20,639,508
Interest-bearing		20,565,728
In foreign offices, Edge and Agreement subsidiaries, and IBFs		2,923,785
Noninterest-bearing		409,886
Interest-bearing		2,513,899
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		199,760
Securities sold under agreements to repurchase		157,965
Trading liabilities		251,751
Other borrowed money		112,134
Bank’s liability on acceptances executed and outstanding		95,205
Subordinated notes and debentures		100,000
Other liabilities		1,081,702
Total liabilities		46,127,538
Minority interest in consolidated subsidiaries		0
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		604,577
Surplus		1,492,948
Retained earnings		2,484,717
Accumulated other comprehensive income		(122,910	)
Other equity capital components		0
Total equity capital		4,459,332
Total liabilities, minority interest, and equity capital		50,586,870

Exhibit 7

Page 2

I, David A. Anderson, SVP/Controller of the named bank do hereby declare that the Report of Condition for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

/s/ David A. Anderson, Senior Vice President and Controller

We, the undersigned directors, attest to the correctness of the Report of Condition for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Directors/s/ Takashi Morimura

/s/ Masashi Oka

/s/ Philip Flynn

EX-99.1

EXHIBIT 99.1

Jerrold J. Pelizzon	Dan Matsui/Gene Heller
Chief Financial Officer	Silverman Heller Associates
714-549-0421 x 262	310-208-2550

CERADYNE ANNOUNCES CONCURRENT PUBLIC OFFERINGS

OF COMMON STOCK AND SENIOR SUBORDINATED CONVERTIBLE NOTES

Costa Mesa, Calif.-December 1, 2005-Ceradyne, Inc. (Company) (Nasdaq: CRDN) announced today that it is offering to sell, subject to market and other conditions, 1,800,000 shares of its common stock in an underwritten public offering. The Company intends to grant the underwriters a 30-day option to purchase up to an additional 270,000 shares of common stock to cover over-allotments. All of the shares are being offered by the Company.

The Company also announced today that, concurrently with the offering of common stock, the Company is offering to sell, subject to market and other conditions, $100 million aggregate principal amount of senior subordinated convertible notes due 2035 in an underwritten public offering. The Company intends to grant the underwriters a 13-day option to purchase up to an additional $10 million of notes to cover over-allotments.

The common stock offering and senior subordinated convertible note offering are being conducted as separate public offerings by means of separate prospectus supplements, and the offerings are not contingent upon each other.

Citigroup Corporate and Investment Banking, Needham & Company, LLC and Wachovia Securities are acting as joint book-running managers of the common stock offering and Adams Harkness, Inc., JMP Securities LLC and Wedbush Morgan Securities Inc. are acting as co-managers of the offering. Information about this offering is available in the prospectus supplement for the common stock offering filed with the Securities and Exchange Commission. Copies of the prospectus supplement can be obtained from Citigroup Corporate and Investment Banking, Attn: Prospectus Department, Brooklyn Army Terminal, 140 58^th Street, 8^th Floor, Brooklyn, NY 11220, (718) 765-6732, Needham & Company, LLC, 445 Park Avenue, Third Floor, New York, NY 10022, (212) 371-8300, or Wachovia Securities, Attn: Equity Capital Markets, 7 St. Paul Street, Baltimore, MD 21202.

Citigroup Corporate and Investment Banking is acting as sole book-running manager of the senior subordinated convertible note offering. Wachovia Securities and Needham & Company, LLC are acting as co-lead managers of the offering. Information about this offering is available in the prospectus supplement for the senior subordinated convertible note offering filed with the Securities and Exchange Commission. Copies of the prospectus supplement can be obtained from Citigroup Corporate and Investment Banking, Attn: Prospectus Department, Brooklyn Army Terminal, 140 58^th Street, 8^th Floor, Brooklyn, NY 11220, (718) 765-6732.

The Company intends to use a portion of the net proceeds from the concurrent offerings to repay all outstanding debt under its credit facility, which was $110.9 million as of September 30, 2005. The balance of the net proceeds will be used for working capital, capital expenditures and other general corporate purposes, including to fund potential acquisitions of businesses, technologies or product lines.

A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Ceradyne develops, manufactures and markets advanced technical ceramic products and components for defense, industrial, automotive/diesel and commercial applications.

Except for the historical information contained herein, this news release contains forward-looking statements regarding future events and the future performance of Ceradyne that involve risks and uncertainties that could cause actual results to differ materially from those projected.  Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions are intended to identify forward-looking statements.  These risks and uncertainties are described in the supplemental prospectuses described above, as filed with the U.S. Securities and Exchange Commission, and the documents included or incorporated by reference therein.

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