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 10, 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 September 10, 2008, Ceradyne, Inc. issued a press release announcing that it is aware of a protest filed with the Government Accounting Office by a bidder on the anticipated multi-year XSAPI/ESAPI contract. Ceradyne stated that if the protest is not overridden, the award would most likely be delayed, resulting in lower shipments and earnings in the fourth quarter of 2008 for Ceradyne. The press release also contains revised sales and earnings guidance for 2008. 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 September 10, 2008.

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.

September 11, 2008

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 September 10, 2008.

4

EX-99.1

EXHIBIT 99.1

Joel P. Moskowitz	Phil Bourdillon/Gene Heller
Chief Executive Officer	Silverman Heller Associates
(714) 549-0421 ext. 8261	(310) 208-2550

CERADYNE, INC. PROVIDES XSAPI/ESAPI CLARIFICATION

Costa Mesa, CA. – September 10, 2008 – Ceradyne, Inc. (Nasdaq: CRDN) announced that it is aware of a protest filed with the Government Accounting Office by a bidder on the anticipated multi-year XSAPI/ESAPI contract. The referenced award will be delayed unless the Army overrides the protest on urgent and compelling grounds. If the protest is not overridden, the award would most likely be delayed, resulting in lower shipments and earnings in Q4 2008 for Ceradyne.

Ceradyne understands that various government officials and interested politicians believe the award should not be further delayed because of the protest.

On July 25, 2008, the Company provided the following guidance for 2008: Sales range from $740 million to $750 million and earnings range from $4.70 to $4.80 per diluted share.

Based on the above information, the Company is providing revised 2008 guidance.

• Sales range from $710 million to $750 million

• Earnings range from $4.25 to $4.80 per diluted share.

The lower end of the sales and earnings range assumes that an XSAPI award would be made to Ceradyne late 2008 with only one month of XSAPI shipments in Q4 2008.

Note: The earnings range does not include the effect of the estimated $10 million pre-tax charge in third quarter 2008 related to the SemEquip acquisition.

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 dated December 31, 2007 and its Quarterly Reports on Form 10-Q as filed with the U.S. Securities and Exchange Commission.

###