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 14, 2008

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

(Former name or former address if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On May 14, 2008, Ceradyne, Inc. issued a press release announcing that it has received a $31.5 million order for Enhanced Side Ballistic Inserts (ESBI) body armor from the U.S. Army, Aberdeen Proving Ground, Maryland. 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.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release of Ceradyne, Inc. dated May 14, 2008.

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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.

May 16, 2008

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 14, 2008.

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EX-99.1

EXHIBIT 99.1

David Reed
President North American Operations
(714) 549-0421, x8245 Phil Bourdillon/Gene Heller
Silverman Heller Associates
(310) 208-2550

CERADYNE, INC. RECEIVES $31.5 MILLION CERAMIC BODY ARMOR ORDER
FOR U.S. ARMY

Costa Mesa, Calif.—May 14, 2008—Ceradyne, Inc. (NASDAQ: CRDN) has received a ceramic body armor delivery order for $31.5 million from the U.S. Army, Aberdeen Proving Ground, Maryland. The order is for Enhanced Side Ballistic Inserts (ESBI), which will be delivered from September 2008 through November 2008. This new delivery order will be shipped against an indefinite delivery/indefinite quantity (ID/IQ) contract announced in July 2006, which covers a five-year delivery period.

David P. Reed, Ceradyne President North American Operations, commented: “We are pleased with this recent side plate delivery order which continues to provide future shipment visibility. We anticipate, based on our past performance and production capacity in Costa Mesa, California, and Lexington, Kentucky, that we will ship all ESBI product at the required delivery and quality levels.”

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, 2007, and its Quarterly Reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission.

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