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)

May 31, 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 May 31, 2006 Ceradyne, Inc. issued a press release announcing the receipt of three ceramic body armor delivery orders from the U.S. Marine Corps, totaling over $15.8 million. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On May 31, 2006 Ceradyne, Inc. issued a press release announcing the receipt of a $2.3 million order for AM General M1152 vehicle armor components. A copy of this press release is being furnished as Exhibit 99.2 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 and Exhibit 99.2, 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.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release of Ceradyne, Inc. dated May 31, 2006 regarding receipt of orders totaling over $15.8 million from the U.S. Marine Corps.
99.2	Press release of Ceradyne, Inc. dated May 31, 2006 regarding receipt of a $2.3 million order from AM General.

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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.
June 2, 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, Inc. dated May 31, 2006 regarding receipt of orders totaling over $15.8 million from the U.S. Marine Corps.
99.2	Press release of Ceradyne, Inc. dated May 31, 2006 regarding receipt of a $2.3 million order from AM General.

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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 x8261	(310) 208-2550

CERADYNE INC. RECEIVES $15.8 MILLION CERAMIC BODY ARMOR ORDERS

FOR U.S. MARINES

Costa Mesa, Calif.—May 31, 2006—Ceradyne, Inc. (Company) (Nasdaq: CRDN) received three ceramic body armor delivery orders from the U.S. Marine Corps, Quantico, Virginia, totaling over $15.8 million. Shipments are expected to commence early in 3^rd Quarter 2006 and be complete by the end of this year.

Dave Reed, Ceradyne President North American Operations, commented: “These orders include both ESAPI and side plates. We are pleased that the U.S. Marines have continued to issue orders to our Company that meet their ceramic armor requirements. With our increasing capacity from Ceradyne’s Lexington, Kentucky, armor facility, we anticipate that we will continue to deliver a quality part, on time.”

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

This press 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, 2005, and its Quarterly Reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission.

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EX-99.2

EXHIBIT 99.2

Marc King	Dan Matsui/Gene Heller
Vice President, Armor Operations	Silverman Heller Associates
(703) 518-0618	(310) 208-2550

CERADYNE INC. RECEIVES INITIAL $2.3 MILLION ARMOR CONTRACT

FOR AM GENERAL M1152 VEHICLE

Costa Mesa, Calif.—May 31, 2006—Ceradyne, Inc. (Company) (Nasdaq: CRDN) announced that it has received the initial production award for the M1152 HMMWV (HUMVEE^®) vehicle armor components from AM General Corporation. This $2.3 million contract is for the latest-generation HUMVEE^®, which is now in production. Shipments are scheduled to begin in June 2006 and be completed in October 2006.

Ceradyne designed the armor in its Wixom, Michigan, prototype facility in conjunction with AM General’s development team in Livonia, Michigan. The production armor components will be manufactured in Ceradyne’s recently leased 80,000 square-foot Irvine, California, armor facility.

Marc King, Ceradyne vice president of armor operations, commented: “We are particularly pleased with this order, as it is our first production order for vehicle armor and complies with the ‘A’ kit strategy that is part of the Army’s LTAS (Long Term Armor Strategy). The armor components will go into the 2-man version of AM General’s latest M1152 design.”

King added, “We are currently performing further armor research and developing new ceramic composite armor designs for additional M1152 variations, as well as other military vehicles.”

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

This press 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, 2005, and its Quarterly Reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission.

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