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)

September 20, 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

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 September 20, 2005 Ceradyne, Inc. issued a press release announcing the receipt of a $14.6 million order for its ceramic armor system for the U.S. Marine Corps and to protect certain elite U.S. military personnel. 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 September 20, 2005.

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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.
September 20, 2005	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 September 20, 2005.

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EX-99.1

EXHIBIT 99.1

Joel P. Moskowitz Chief Executive Officer (714) 549-0421 x-261 Dan Matsui/Gene Heller Silverman Heller Associates (310) 208-2550

CERADYNE, INC. RECEIVES $14.6 MILLION ORDERS FOR CERAMIC ARMOR

For Elite U.S. Troops and U.S. Marines

Costa Mesa, Calif.—September 20, 2005—Ceradyne, Inc. (Company) (Nasdaq: CRDN) received orders totaling $14.6 million for its lightweight ceramic armor systems: approximately $12 million for certain elite U.S. fighting units and $2.6 million for the U.S. Marine Corps. Shipments are expected to commence in October 2005 and be completed by August 2006.

These new orders are separate from the $461 million contract for SAPI and ESAPI for the U.S. Army announced on August 20, 2004.

Joel Moskowitz, Ceradyne chief executive officer, commented: “I am pleased that the orders for ceramic armor being received by Ceradyne represent not only potential growth beyond ESAPI products but also the addition of new customers. Approximately $1.56 million of the above orders is for specially designed body armor, shaped to protect other areas of the body in addition to the chest and back, which Ceradyne’s current line of body armor is designed to protect.”

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, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, as filed with the U.S. Securities and Exchange Commission.

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