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 29, 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))

Exhibit Index on page 4

Item 7.01 Regulation FD Disclosure.

On September 29, 2008, Ceradyne, Inc. issued a press release announcing that it has received a $25.1 million order for SAPI (Small Arms Protective Inserts) lightweight ceramic body armor from the U.S. Army RDECOM, 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.

On September 30, 2008, Ceradyne, Inc. issued a press release announcing that it has received a $14.1 million order for SAPI (Small Arms Protective Inserts) lightweight ceramic body armor from the U.S. Army RDECOM, Aberdeen Proving Ground, Maryland. 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 September 29, 2008.
99.2	Press release of Ceradyne, Inc. dated September 30, 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.
October 2, 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 29, 2008.
99.2	Press release of Ceradyne, Inc. dated September 30, 2008.

EX-99.1

Exhibit 99.1

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

CERADYNE, INC. RECEIVES $25.1 MILLION SAPI BODY ARMOR ORDER

Costa Mesa, Calif.—September 29, 2008—Ceradyne, Inc. (NASDAQ: CRDN) announced that it has received a $25.1 million order for SAPI (Small Arms Protective Inserts) lightweight ceramic body armor. The order was issued by the U.S. Army RDECOM, Aberdeen Proving Grounds, Maryland. The Company expects to begin shipments in late 4^th quarter 2008, with completion prior to May 1, 2009. The order is a Foreign Military Sales (FMS) requirement.

David Reed, President of North American Operations, commented: “We are very pleased to receive this FMS body armor order. We believe that the government placed this order with Ceradyne, at least in part, due to its reliable delivery and quality performance on previous SAPI procurements. This is a new order from the U.S. Army and should not be confused with the anticipated XSAPI/ESAPI 5-year procurement which has not been awarded as of this date.”

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.

###

EX-99.2

Exhibit 99.2

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

CERADYNE, INC. RECEIVES $14.1 MILLION SAPI BODY ARMOR ORDER

Costa Mesa, Calif.—September 30, 2008—Ceradyne, Inc. (NASDAQ: CRDN) announced that it has received a $14.1 million order for SAPI (Small Arms Protective Inserts) lightweight ceramic body armor. The order was issued by the U.S. Army RDECOM, Aberdeen Proving Grounds, Maryland. This new order brings Ceradyne’s recent SAPI awards to a total of $39.2 million. The Company expects to begin shipments in late 4^th quarter 2008, with completion prior to May 1, 2009. The order is a Foreign Military Sales (FMS) requirement.

David Reed, President of North American Operations, commented: “We are very pleased to receive this additional FMS body armor order. We believe that the government placed this order with Ceradyne, at least in part, due to its reliable delivery and quality performance on previous SAPI procurements. This is a new order from the U.S. Army and should not be confused with the anticipated XSAPI/ESAPI 5-year procurement which has not been awarded as of this date.”

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.

###