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)

January 20, 2006

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

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))

Exhibit Index on page 4

Item 7.01 Regulation FD Disclosure.

On January 20, 2006 Ceradyne, Inc. issued a press release announcing the receipt of a $70 million order for its lightweight ceramic body armor for the U.S. Army. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits.
	Exhibit Number	Description
	99.1	Press release of Ceradyne, Inc. dated January 20, 2006.

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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.
January 23, 2006	By:	/s/ Jerrold J. Pellizzon
		Jerrold J. Pellizzon Chief Financial Officer and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Ceradyne dated January 20, 2006.

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EX-99.1

EXHIBIT 99.1

Joel P. Moskowitz	Dan Matsui/Gene Heller
Chief Executive Officer	Silverman Heller Associates
(714) 549-0421 x-8261	(310) 208-2550

CERADYNE, INC. RECEIVES $70 MILLION CERAMIC BODY ARMOR ORDER

Costa Mesa, Calif.—January 20, 2006—Ceradyne, Inc. (Company) (Nasdaq: CRDN) announced the receipt of an order for its lightweight ceramic body armor in the amount of $70 million from the U. S. Army. This particular contract is for new designs developed to protect the side areas of a soldier’s torso when used in conjunction with Ceradyne’s ceramic body armor plates. Ceradyne anticipates it will commence shipments this month with order completion late in second quarter 2006.

Joel Moskowitz, Ceradyne Chief Executive Officer, commented: “We are very pleased to receive this ‘urgent and compelling’ order which, no doubt, will save American lives. We continue to invest in expanding our Lexington, Kentucky, ceramic manufacturing facility in order to meet these immediate requirements of the U. S. Army.”

Moskowitz further commented: “On January 12, 2006 the U. S. Army issued a Presolicitation Notice regarding a significant proposed 5-year requirement for side plate protection. It is anticipated that the government will issue orders against their 5-year requirement early in 2006, with initial deliveries starting in third quarter 2006.”

Ceradyne develops, manufactures and markets advanced technical ceramic products and components for defense, industrial, automotive/diesel and commercial applications. Additional information about the Company can be found at www.ceradyne.com.

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 Company’s supplemental prospectuses, dated December 13, 2005, as filed with the U.S. Securities and Exchange Commission, and the documents included or incorporated by reference therein.

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