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)

December 22, 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 December 22, 2006 Ceradyne, Inc. issued a press release announcing the receipt of a $133 million delivery order for ESBI (Enhanced Side Ballistic Inserts) from the U.S. Army. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On December 22, 2006 Ceradyne, Inc. announced that it has received follow-on vehicle armor component orders for the AM General M1152 HMMWV (HUMVEE^®) from AM General Corporation. 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 December 22, 2006 regarding receipt of a $133 million delivery order from the U.S. Army.
99.2	Press release of Ceradyne, Inc. dated December 22, 2006 announcing it has received follow-on vehicle armor component orders from AM General Corporation.

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.
December 29, 2006	By:	/s/ Jerrold J. Pellizzon
		Jerrold J. Pellizzon
		Chief Financial Officer and Secretary

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Ceradyne, Inc. dated December 22, 2006 regarding receipt of a $133 million delivery order from the U.S. Army.
99.2	Press release of Ceradyne, Inc. dated December 22, 2006 announcing it has received follow-on vehicle armor component orders from AM General Corporation.

EX-99.1

EXHIBIT 99.1

Joel P. Moskowitz	Phil Bourdillon/Gene Heller
Chief Executive Officer	Silverman Heller Associates
(714) 549-0421, x8261	(310) 208-2550

CERADYNE, INC. RECEIVES $133 MILLION CERAMIC BODY ORDER

FOR U.S. ARMY

Costa Mesa, Calif.—December 22, 2006—Ceradyne, Inc. (Company) (NASDAQ:CRDN) received a $133 million delivery order for ESBI (Enhanced Side Ballistic Inserts) from the U.S. Army, Aberdeen Proving Ground, Maryland. This new delivery order is scheduled to be shipped beginning April 2007 through November 2007. The order will be shipped against a larger indefinite delivery/indefinite quantity (ID/IQ) contract announced earlier. The Company records as firm orders only delivery orders, such as the above, that have scheduled delivery dates.

Dave Reed, Ceradyne President North American Operations, commented: “This delivery order is the largest single order ever received by Ceradyne. Together with the $122.2 million in ESAPI and ESBI body armor orders announced last month, we have excellent visibility into 2007. Utilizing the Lexington, Kentucky facility and the Costa Mesa and Irvine, California plants, we expect to meet the Army’s quality and delivery requirements. We anticipate receiving additional orders early in 2007 for delivery in 2007.”

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 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.

###

EX-99.2

EXHIBIT 99.2

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

CERADYNE, INC. RECEIVES FOLLOW-ON

ARMOR ORDER FOR AM GENERAL M1152 VEHICLE

Costa Mesa, Calif.—December 22, 2006—Ceradyne, Inc. (Company) (Nasdaq: CRDN) announced that it has received follow-on vehicle armor component orders for the M1152 HMMWV (HUMVEE^®) from AM General Corporation. A total of $3.8 million in orders will be delivered in 2007. The Company has received a total of $5.7 million in HUMVEE^® armor orders since its initial order in May 2006.

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

Marc King, Ceradyne vice president of armor operations, commented: “The continuing order flow of armor components for the HUMVEE^® validates our quality and on-time delivery of vehicle armor.

King added, “We are currently performing further armor research and developing new ceramic composite armor designs for additional HMMWV 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.

# # #