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 25, 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 Redhill 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 2.02 Results of Operations and Financial Condition.

On January 25, 2005, Ceradyne, Inc. issued a press release regarding unaudited preliminary results of operations for the fourth quarter and twelve months ended December 31, 2004. 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 25, 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.
January 26, 2005	By:	/S/ Jerrold J. Pellizzon
		Jerrold J. Pellizzon
		Chief Financial Officer, Vice
		President and Secretary

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Ceradyne, Inc. dated January 25, 2005.

4

EX-99.1

EXHIBIT 99.1

Jerrold J. Pellizzon	Dan Matsui/Eugene Heller
Chief Financial Officer	Silverman Heller Associates
Telephone: (714) 549-0421, Ext. 262	(310) 208-2550
E-mail: jpellizzon@ceradyne.com	E-mail: dmatsui@sha-ir.com

CERADYNE, INC. REPORTS

UNAUDITED PRELIMINARY FOURTH-QUARTER, 12-MONTH 2004 RESULTS

Sales, New Orders, and Backlog Hit Record Levels for Quarter, Year

Costa Mesa, Calif. (January 25, 2005) – Ceradyne, Inc. (Nasdaq NM: CRDN) announced unaudited preliminary results for the fourth quarter and year ended December 31, 2004.

Fourth-quarter sales of approximately $82 million were a record, representing a 148% increase from $33 million in fourth-quarter 2003. New orders exceeded $145 million, also a quarterly record, rising more than 109% from $69.5 million in fourth-quarter 2003.

For the year ended December 31, 2004, sales reached a record of approximately $214 million, 111% higher than the $101.5 million for 2003. Total new orders for the year also hit a record of approximately $276 million, a 63% increase from $170 million in 2003.

Backlog at the end of 2004 was a record of approximately $200 million, an increase of 92% over year-end 2003 backlog of $104 million.

For the full year 2004, the “book to bill” ratio was approximately 1.29 to 1.

Final results, including earnings, for the fourth quarter and year ended December 31, 2004 are expected to be released February 24, 2005.

Joel Moskowitz, Ceradyne chief executive officer, commented: “The unusually high new order inflow and record backlog give us confidence that 2005 will be another record year in sales and earnings. Although Ceradyne’s lightweight ceramic armor accounts for approximately 63% of our backlog, we expect that projected increases in our non-defense advanced technical ceramic products, coupled with a full contribution in 2005 from the Company’s August 2004 acquisition of the German technical ceramic company, ESK Ceramics, will result in a somewhat less reliance on defense products.”

Moskowitz further stated: “Furthermore, we will continue with our armor expansion in Lexington, Kentucky and efforts on vehicle armor systems as well as next-generation body armor.”

Ceradyne develops, manufactures and markets advanced technical ceramic products and components for defense, industrial, automotive/diesel and commercial applications. Additional information can be found at the Company’s web site: 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 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 September 30, 2004, as filed with the Securities and Exchange Commission.

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