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)

August 20, 2004

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 Redhill 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 3

Item 7. Financial Statements and Exhibits

(c) Exhibits.

Exhibit Number	Description
99.1	Press release of Ceradyne, Inc. dated August 20, 2004.

Item 9. Regulation FD Disclosure.

On August 20, 2004, Ceradyne, Inc. issued a press release announcing that it has been awarded a new, three-year indefinite delivery/indefinite quantity government contract for 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.

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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.
August 20, 2004	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, Inc. dated August 20, 2004.

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EX-99.1

EXHIBIT 99.1

Joel P. Moskowitz	Dan Matsui/Eugene Heller
Chief Executive Officer	Silverman Heller
Associates
(714) 549-0421 x-261	(310) 208-2550
	E-mail: dmatsui@shair.com

CERADYNE, INC. RECEIVES NEW THREE-YEAR CERAMIC BODY ARMOR CONTRACT

Initial Delivery Order $28 Million

Costa Mesa, Calif.—August 20, 2004—Ceradyne, Inc. (Company) (Nasdaq:CRDN) announced the receipt of a new 36-month Indefinite Delivery/Indefinite Quantity (ID/IQ) government contract for lightweight ceramic body armor with a maximum value of approximately $461 million. The Company also received an initial delivery order under this contract for over $28 million to be shipped during the first two months of 2005. The contract was awarded to Ceradyne by the U.S. Army Unique Missions Division, Aberdeen Proving Ground, Maryland.

Joel Moskowitz, Ceradyne chief executive officer, commented: “We expect to receive additional delivery orders on this contract later this year for delivery in 2005, and at the projected monthly shipment rate, we are forecasting shipments of more than $168 million from this contract in 2005. Should our expectations be met, we would have revenue visibility for body armor for the next few years, and this new multi-year contract would then become the largest of any kind received by Ceradyne to date.

“We believe that the Company’s capital investments to increase its hot press armor capacity earlier this year in Costa Mesa, California and its new Lexington, Kentucky factory will allow us to meet and exceed the government’s requirements.

“Furthermore, Ceradyne’s pending closure of the acquisition of the German ceramic company, ESK, assures us a supply of the finest boron carbide powders, which are the starting materials for Ceradyne’s armor system technology. The Company has been producing similar ceramic body armor components that are generally described as Small Arms Protective Inserts (SAPI) for the past three years. We continue to believe that Ceradyne’s SAPI, which uses the lightweight/hard boron carbide ceramic strike face, can defeat bullets that exceed the current specification.”

Moskowitz also noted: “Under an ID/IQ government type contract, the government is obligated to purchase only certain minimum quantities. Each delivery order, such as the initial Ceradyne $28 million order, is issued as a release against a maximum amount, which for this contract is $461 million total. Therefore, our projections of follow-on business under this contract anticipate receipt of additional releases, or delivery orders.”

Moskowitz further 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 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, 2003, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, as filed with the Securities and Exchange Commission.

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