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)

February 27, 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 February 27, 2006 Ceradyne, Inc. issued a press release announcing the receipt of a $42.8 million order for its lightweight ceramic body armor. 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 February 27, 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.
Date: February 27, 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 February 27, 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	(310) 208-2550

CERADYNE, INC. RECEIVES $42.8 MILLION CERAMIC BODY ARMOR CONTRACT

Deliveries Scheduled From August 2006 thru October 2006

Costa Mesa, Calif.—February 27, 2006—Ceradyne, Inc. (Company) (Nasdaq: CRDN) announced the receipt of a $42.8 million delivery order for its lightweight ceramic body armor. This is the eighth delivery order received under the $461 million indefinite delivery/indefinite quantity (ID/IQ) contract announced on August 20, 2004. Including this delivery order, orders received under this contract total approximately $335 million, with approximately $126 million in unplaced options. The contract was awarded to Ceradyne by the U.S. Army Unique Missions Division, Aberdeen Proving Grounds, Maryland.

Joel Moskowitz, Ceradyne chief executive officer, commented, “We believe that the additional ceramic armor manufacturing capacity which has been brought on stream in our new Lexington, Kentucky and Irvine, California armor facilities has enabled us to meet our quality and delivery projections to the government.

“Furthermore,” Moskowitz commented, “the August 2004 acquisition of the German technical ceramic and ceramic powder company, ESK Ceramics, ensures a steady flow of the base ceramic starting powder—Boron Carbide.

“Under an ID/IQ type contract, the government is obligated to purchase only certain minimum quantities," Moskowitz noted. "Each delivery order is issued as a release against a maximum amount, which for this contract is $461 million. Therefore, our projections of follow-on business under this contract anticipate receipt of additional delivery orders. Ceradyne includes delivery orders as backlog only when there is a firm delivery schedule.”

Moskowitz added: “Ceradyne is proud to have been awarded this contract and is confident that the Ceradyne armor systems that will be fielded in large quantities will help to save American lives.”

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. Other risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission.

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